Common use of Permits; Compliance with Law Clause in Contracts

Permits; Compliance with Law. (a) Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 4.14 or Section 4.16, which are addressed solely in those Sections, the Company and each Company Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy, necessary for the Company and each Company Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as it is being conducted as of the date hereof (the “Company Permits”), and all such Company Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. All applications required to have been filed for the renewal of the Company Permits have been duly filed on a timely basis with the appropriate Governmental Authority, and all other filings required to have been made with respect to such Company Permits have been duly made on a timely basis with the appropriate Governmental Authority, except in each case for failures to file which, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any claim or notice nor has any knowledge indicating that the Company or any Company Subsidiary is currently not in compliance with the terms of any such Company Permits, except where the failure to be in compliance with the terms of any such Company Permits, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.

Permits; Compliance with Law. (a) Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 4.14 5.14 or Section 4.165.16, which are addressed solely in those Sections, the Company Parent, Merger Sub and each Company other Parent Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy, necessary for the Company Parent, Merger Sub and each Company other Parent Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as it is being conducted as of the date hereof (the “Company Parent Permits”), and all such Company Parent Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the Company Parent Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Parent Material Adverse Effect. All applications required to have been filed for the renewal of the Company Parent Permits have been duly filed on a timely basis with the appropriate Governmental Authority, and all other filings required to have been made with respect to such Company Parent Permits have been duly made on a timely basis with the appropriate Governmental Authority, except in each case for failures to file which, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Parent Material Adverse Effect. Neither the Company Parent nor any Company Parent Subsidiary has received any claim or notice nor has any knowledge indicating that the Company Parent or any Company Parent Subsidiary is currently not in compliance with the terms of any such Company Parent Permits, except where the failure to be in compliance with the terms of any such Company Parent Permits, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Parent Material Adverse Effect.

Permits; Compliance with Law. (a) Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 4.14 or Section 4.165.11, which are addressed solely in those Sectionsthat Section, the Company CMFT and each Company CMFT Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy, Permits necessary for the Company CMFT and each Company CMFT Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as it is they are being conducted as of the date hereof (the “Company CMFT Permits”), and all such Company CMFT Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the Company CMFT Permits, individually individually, or in the aggregate, has not had and would not reasonably be expected to have a Company CMFT Material Adverse Effect. All applications required CMFT has paid all fees and assessments due and payable, in each case, in connection with all such Permits except where failure to pay would not have been filed for the renewal of the Company Permits have been duly filed on a timely basis with the appropriate Governmental Authority, and all other filings required to have been made CMFT Material Adverse Effect. No event has occurred with respect to any of the CMFT Permits which permits, or after notice or lapse of time or both would permit, revocation or termination thereof or would result in any other material impairment of the rights of the holder of any such Company Permits have been duly made on a timely basis CMFT Permits. Neither CMFT nor any of the CMFT Subsidiaries has received any notice indicating, nor to the Knowledge of CMFT, is there any pending applicable petition, objection or other pleading with any Governmental Authority having jurisdiction or authority over the appropriate Governmental Authorityoperations of CMFT or the CMFT Subsidiaries or the CMFT Properties that impairs the validity of any CMFT Permit or which would reasonably be expected, if accepted or granted, to result in the revocation of any CMFT Permit, except in each case for failures to file whichwhere the impairment or revocation of any such CMFT Permits, individually individually, or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any claim or notice nor has any knowledge indicating that the Company or any Company Subsidiary is currently not in compliance with the terms of any such Company Permits, except where the failure to be in compliance with the terms of any such Company Permits, individually or in the aggregate, have not had and would not reasonably be expected to have a Company CMFT Material Adverse Effect.

Permits; Compliance with Law. (a) Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 4.14 or Section 4.165.11, which are addressed solely in those Sectionsthat Section, the Company CCI and each Company CCI Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy, Permits necessary for the Company CCI and each Company CCI Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as it is they are being conducted as of the date hereof (the “Company CCI Permits”), and all such Company CCI Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the Company CCI Permits, individually individually, or in the aggregate, has not had and would not reasonably be expected to have a Company CCI Material Adverse Effect. All applications required to have been filed for the renewal of the Company Permits have been duly filed on a timely basis with the appropriate Governmental AuthorityCCI has paid all fees and assessments due and payable, and all other filings required to have been made with respect to such Company Permits have been duly made on a timely basis with the appropriate Governmental Authority, except in each case for failures case, in connection with all such Permits except where failure to file whichpay, individually or in the aggregate, have not had and would not reasonably be expected to have a Company CCI Material Adverse Effect. No event has occurred with respect to any of the CCI Permits which permits, or after notice or lapse of time or both would permit, revocation or termination thereof or would result in any other material impairment of the rights of the holder of any such CCI Permits. Neither the Company CCI nor any Company Subsidiary of the CCI Subsidiaries has received any claim notice indicating, nor to the Knowledge of CCI, is there any pending applicable petition, objection or notice nor has other pleading with any knowledge indicating Governmental Authority having jurisdiction or authority over the operations of CCI or the CCI Subsidiaries or the CCI Properties that impairs the Company or any Company Subsidiary is currently not in compliance with the terms validity of any such Company PermitsCCI Permit or which would reasonably be expected, if accepted or granted, to result in the revocation of any CCI Permit, except where the failure to be in compliance with the terms impairment or revocation of any such Company CCI Permits, individually individually, or in the aggregate, have not had and would not reasonably be expected to have a Company CCI Material Adverse Effect.

Permits; Compliance with Law. (a) Except for Each of the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 4.14 or Section 4.16, which are addressed solely in those Sections, the Company and each Company Subsidiary Acquired Companies is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances (collectively, “Permits”) of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy, necessary for the such Acquired Company and each Company Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as it is they are being conducted as of the date hereof (the “Company Permits”)conducted, and all such Company Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. All applications required to have been filed for the renewal of the Company Permits have been duly filed on a timely basis with the appropriate Governmental Authority, and all other filings required to have been made No event has occurred with respect to any of the Permits which permits, or after notice or lapse of time or both would permit, the suspension, revocation or termination thereof or would result in any other material impairment of the rights of the holder of any such Company Permits have been duly made on a timely basis Permits. To the Knowledge of the Company, there is not pending any applicable petition, objection or other pleading with any Governmental Authority having jurisdiction or authority over the appropriate Governmental Authorityoperations of the Acquired Companies that impairs or threatens to impair the validity of any Permit or which would reasonably be expected, if accepted or granted, to result in the suspension or revocation of any Permit, except in each case for failures to file whichwhere the impairment, individually suspension or revocation of any such Permit, individually, or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any claim or notice nor has any knowledge indicating that the Company or any Company Subsidiary is currently not in compliance with the terms of any such Company Permits, except where the failure to be in compliance with the terms of any such Company Permits, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.

Permits; Compliance with Law. (a) Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 4.14 or Section 4.165.14, which are addressed solely in those Sectionsthat Section, the Company Parent, Merger Sub and each Company other Parent Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy, necessary for the Company Parent, Merger Sub and each Company other Parent Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as it is being conducted as of the date hereof (the “Company Parent Permits”), and all such Company Parent Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the Company Parent Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Parent Material Adverse Effect. All applications required to have been filed for the renewal of the Company Parent Permits have been duly filed on a timely basis with the appropriate Governmental Authority, and all other filings required to have been made with respect to such Company Parent Permits have been duly made on a timely basis with the appropriate Governmental Authority, except in each case for failures to file which, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Parent Material Adverse Effect. Neither the Company Parent nor any Company Parent Subsidiary has received any claim or notice nor has any knowledge indicating that the Company Parent or any Company Parent Subsidiary is currently not in compliance with the terms of any such Company Parent Permits, except where the failure to be in compliance with the terms of any such Company Parent Permits, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Parent Material Adverse Effect.

Permits; Compliance with Law. (a) Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 4.14 or Section 4.16, 4.15 which are addressed solely in those Sections, the Company and each Company Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy, necessary for the Company and each Company Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as it is being conducted as of the date hereof (the “Company Permits”), and all such Company Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. All applications required to have been filed for the renewal of the Company Permits have been duly filed on a timely basis with the appropriate Governmental Authority, and all other filings required to have been made with respect to such Company Permits have been duly made on a timely basis with the appropriate Governmental Authority, except in each case for failures to file which, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any claim or notice nor has any knowledge indicating that the Company or any Company Subsidiary is currently not in compliance with the terms of any such Company Permits, except where the failure to be in compliance with the terms of any such Company Permits, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.

Permits; Compliance with Law. (a) Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 4.14 or Section 4.164.11, which are addressed solely in those Sectionsthat Section, the Company CMR and each Company CMR Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy, (“Permits”) necessary for the Company CMR and each Company CMR Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as it is they are being conducted as of the date hereof (the “Company CMR Permits”), and all such Company CMR Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the Company CMR Permits, individually individually, or in the aggregate, has not had and would not reasonably be expected to have a Company CMR Material Adverse Effect. All applications required to have been filed for the renewal of the Company Permits have been duly filed on a timely basis with the appropriate Governmental AuthorityCMR has paid all fees and assessments due and payable, and all other filings required to have been made with respect to such Company Permits have been duly made on a timely basis with the appropriate Governmental Authority, except in each case for failures case, in connection with all such Permits except where failure to file whichpay, individually or in the aggregate, have not had and would not reasonably be expected to have a Company CMR Material Adverse Effect. No event has occurred with respect to any of the CMR Permits which permits, or after notice or lapse of time or both would permit, revocation or termination thereof or would result in any other material impairment of the rights of the holder of any such CMR Permits. Neither the Company CMR nor any Company Subsidiary of the CMR Subsidiaries has received any claim notice indicating, nor to the Knowledge of CMR, is there any pending applicable petition, objection or notice nor has other pleading with any knowledge indicating Governmental Authority having jurisdiction or authority over the operations of CMR or the CMR Subsidiaries or the CMR Properties that impairs the Company or any Company Subsidiary is currently not in compliance with the terms validity of any such Company PermitsCMR Permit or which would reasonably be expected, if accepted or granted, to result in the revocation of any CMR Permit, except where the failure to be in compliance with the terms impairment or revocation of any such Company CMR Permits, individually individually, or in the aggregate, have not had and would not reasonably be expected to have a Company CMR Material Adverse Effect.

Permits; Compliance with Law. (a) Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section Sections 4.14 or Section 4.16, 4.16 which are addressed solely in those Sections, the Company and each Company Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy, necessary for the Company and each Company Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as it is being conducted as of the date hereof (the “Company Permits”), and all such Company Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have have, a Company Material Adverse Effect. All applications required to have been filed for the renewal of the Company Permits have been duly filed on a timely basis with the appropriate Governmental Authority, and all other filings required to have been made with respect to such Company Permits have been duly made on a timely basis with the appropriate Governmental Authority, except in each case for failures to file which, individually or in the aggregate, have not had and would not reasonably be expected to have have, a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any claim or notice nor has any knowledge indicating that the Company or any Company Subsidiary is currently not in compliance with the terms of any such Company Permits, except where the failure to be in compliance with the terms of any such Company Permits, individually or in the aggregate, have not had and would not reasonably be expected to have have, a Company Material Adverse Effect.

Permits; Compliance with Law. (a) Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 4.14 or Section 4.165.15, which are addressed solely in those Sectionsthat Section, the Company Parent, Merger Sub and each Company other Parent Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy, necessary for the Company Parent, Merger Sub and each Company other Parent Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as it is being conducted as of the date hereof (the “Company Parent Permits”), and all such Company Parent Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the Company Parent Permits, individually or in the aggregate, has not had and would not reasonably be expected to have have, a Company Parent Material Adverse Effect. All applications required to have been filed for the renewal of the Company Parent Permits have been duly filed on a timely basis with the appropriate Governmental Authority, and all other filings required to have been made with respect to such Company Parent Permits have been duly made on a timely basis with the appropriate Governmental Authority, except in each case for failures to file which, individually or in the aggregate, have not had and would not reasonably be expected to have have, a Company Parent Material Adverse Effect. Neither the Company Parent nor any Company Parent Subsidiary has received any claim or notice nor has any knowledge indicating that the Company Parent or any Company Parent Subsidiary is currently not in compliance with the terms of any such Company Parent Permits, except where the failure to be in compliance with the terms of any such Company Parent Permits, individually or in the aggregate, have not had and would not reasonably be expected to have have, a Company Parent Material Adverse Effect.

Permits; Compliance with Law. (a) Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 4.14 or Section 4.164.11, which are addressed solely in those Sectionsthat Section, the Company CMOF and each Company CMOF Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy, (“Permits”) necessary for the Company CMOF and each Company CMOF Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as it is they are being conducted as of the date hereof (the “Company CMOF Permits”), and all such Company CMOF Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the Company CMOF Permits, individually individually, or in the aggregate, has not had and would not reasonably be expected to have a Company CMOF Material Adverse Effect. All applications required to have been filed for the renewal of the Company Permits have been duly filed on a timely basis with the appropriate Governmental AuthorityCMOF has paid all fees and assessments due and payable, and all other filings required to have been made with respect to such Company Permits have been duly made on a timely basis with the appropriate Governmental Authority, except in each case for failures case, in connection with all such Permits except where failure to file whichpay, individually or in the aggregate, have not had and would not reasonably be expected to have a Company CMOF Material Adverse Effect. No event has occurred with respect to any of the CMOF Permits which permits, or after notice or lapse of time or both would permit, revocation or termination thereof or would result in any other material impairment of the rights of the holder of any such CMOF Permits. Neither the Company CMOF nor any Company Subsidiary of the CMOF Subsidiaries has received any claim notice indicating, nor to the Knowledge of CMOF, is there any pending applicable petition, objection or notice nor has other pleading with any knowledge indicating Governmental Authority having jurisdiction or authority over the operations of CMOF or the CMOF Subsidiaries or the CMOF Properties that impairs the Company or any Company Subsidiary is currently not in compliance with the terms validity of any such Company PermitsCMOF Permit or which would reasonably be expected, if accepted or granted, to result in the revocation of any CMOF Permit, except where the failure to be in compliance with the terms impairment or revocation of any such Company CMOF Permits, individually individually, or in the aggregate, have not had and would not reasonably be expected to have a Company CMOF Material Adverse Effect.

Permits; Compliance with Law. (a) Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 4.14 or Section 4.165.12, which are addressed solely in those Sectionsthat Section, the Company CCI and each Company CCI Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy, Permits necessary for the Company CCI and each Company CCI Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as it is they are being conducted as of the date hereof (the “Company CCI Permits”), and all such Company CCI Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the Company CCI Permits, individually individually, or in the aggregate, has not had and would not reasonably be expected to have a Company CCI Material Adverse Effect. All applications required to have been filed for the renewal of the Company Permits have been duly filed on a timely basis with the appropriate Governmental AuthorityCCI has paid all fees and assessments due and payable, and all other filings required to have been made with respect to such Company Permits have been duly made on a timely basis with the appropriate Governmental Authority, except in each case for failures case, in connection with all such Permits except where failure to file whichpay, individually or in the aggregate, have not had and would not reasonably be expected to have a Company CCI Material Adverse Effect. No event has occurred with respect to any of the CCI Permits which permits, or after notice or lapse of time or both would permit, revocation or termination thereof or would result in any other material impairment of the rights of the holder of any such CCI Permits. Neither the Company CCI nor any Company Subsidiary of the CCI Subsidiaries has received any claim notice of, nor, to the Knowledge of CCI, is there pending, any applicable petition, objection or notice nor has other pleading with any knowledge indicating Governmental Authority having jurisdiction or authority over the operations of CCI or the CCI Subsidiaries or the CCI Properties that impairs the Company or any Company Subsidiary is currently not in compliance with the terms validity of any such Company PermitsCCI Permit or which would reasonably be expected, if accepted or granted, to result in the revocation of any CCI Permit, except where the failure to be in compliance with the terms impairment or revocation of any such Company CCI Permits, individually individually, or in the aggregate, have not had and would not reasonably be expected to have a Company CCI Material Adverse Effect.

Permits; Compliance with Law. (a) Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 4.14 or Section 4.16, which are addressed solely in those Sections, the The Company and each Company Subsidiary is its Subsidiaries are in possession of compliance with all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications applicable Laws and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy, necessary for the Company and each Company Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as it is being conducted as of the date hereof (the “Company Permits”), and all such Company Permits are valid and in full force and effectJudgments, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the Company Permits, individually or in the aggregate, such non-compliance that has not had and would not reasonably be expected to have a Company Material Adverse Effect. All applications required to have been filed for the renewal of the Company Permits have been duly filed on a timely basis with the appropriate Governmental Authority, and all other filings required to have been made with respect to such Company Permits have been duly made on a timely basis with the appropriate Governmental Authority, except in each case for failures to file which, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary of its Subsidiaries has received any claim or notice nor has any knowledge indicating communication from January 1, 2009 through the date of this Agreement from a Governmental Entity that alleges that the Company or any Company Subsidiary of its Subsidiaries is currently not, or may not be, in compliance in any material respect with, or has, or may have, any material liability under, any applicable Law or Judgment or is subject to any investigation, inquiry or claim by such Governmental Entity. Each of the Company and its Subsidiaries has in effect all approvals, authorizations, certificates, filings, franchises, licenses, notices, permits and rights of or with the terms of any such Company all Governmental Entities (collectively, “Permits”) necessary for it to own, lease or operate its assets and to carry on its business as presently conducted, except where the failure to be in compliance with the terms of any such Company Permits, individually or in the aggregate, have not had and those that would not reasonably be expected to have a Company Material Adverse Effect. There has occurred no default under, or violation of, any such Permit, and the Merger and the other transactions contemplated hereby will not cause the revocation or cancellation of any such Permit, except those that have not had or would not have a Company Material Adverse Effect. This Section 4.11(a) does not relate to matters with respect to the compliance of the Company SEC Reports and Financial Statements with the Securities Act, the Exchange Act or the Xxxxxxxx-Xxxxx Act of 2002, which are the subject of Section 4.6, Benefit Plans, which are the subject of Section 4.9(b), Taxes, which are the subject of Section 4.12, environmental matters, which are the subject of Section 4.14, Export Control Laws, which are the subject of Section 4.11(b), Anti-Bribery Laws, which are the subject of Section 4.11(c), or takeover laws, which are the subject of Section 4.11(b).

Permits; Compliance with Law. (a) Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 4.14 or Section 4.16, which are addressed solely in those Sections, the Company REIT II and each Company REIT II Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy, necessary for the Company REIT II and each Company REIT II Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as it is they are being conducted as of the date hereof (the “Company REIT II Permits”), and all such Company REIT II Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the Company REIT II Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company REIT II Material Adverse Effect. All applications required to have been filed for the renewal of the Company Permits have been duly filed on a timely basis with the appropriate Governmental Authority, and all other filings required to have been made No event has occurred with respect to any of the REIT II Permits which permits, or after notice or lapse of time or both would permit, revocation or termination thereof or would result in any other material impairment of the rights of the holder of any such Company Permits have been duly made on a timely basis REIT II Permits. To the Knowledge of REIT II, there is not pending any applicable petition, objection or other pleading with any Governmental Authority having jurisdiction or authority over the appropriate Governmental Authorityoperations of REIT II or the REIT II Subsidiaries that impairs the validity of any REIT II Permit or which would reasonably be expected, if accepted or granted, to result in the revocation of any REIT II Permit, except in each case for failures to file whichwhere the impairment or revocation of any such REIT II Permit, individually individually, or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any claim or notice nor has any knowledge indicating that the Company or any Company Subsidiary is currently not in compliance with the terms of any such Company Permits, except where the failure to be in compliance with the terms of any such Company Permits, individually or in the aggregate, have not had and would not reasonably be expected to have a Company REIT II Material Adverse Effect.

Permits; Compliance with Law. (a) Except for the authorizationsThe Company, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject each of Section 4.14 or Section 4.16, which are addressed solely in those Sections, the Company Subsidiaries, and to the Knowledge of the Company each Company Subsidiary JV, is in possession of all authorizations, licenses, permitspermits (including Environmental Permits), certificates, approvalsapprovals and clearances, variancesand has submitted notices to, exemptions, orders, franchises, certifications and clearances of any all Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy, Entities necessary for the Company and each or any Company Subsidiary or Company JV to develop, construct, own, lease and, to the extent applicable, and operate its properties or other assets and to carry on its their respective business substantially businesses in the manner described in the Company SEC Documents filed or delivered to Parent prior to the date hereof and as it is being conducted as of the date hereof (other than authorizations, licenses, permits (including Environmental Permits), certificates, approvals and clearances required to be in the possession of, or notices required to be submitted by landlords of real properties leased by the Company, a Company Subsidiary or a Company JV pursuant to a lease or other agreement) (the “Company Permits”), and all such Company Permits are valid valid, and in full force and effect, except where the failure to be in possession have, or the suspension or cancellation of, or the failure to be valid or in full force and effect of, any of the Company PermitsPermits would not, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse EffectEffect on the Company. All applications required to have been filed for the renewal None of the Company, any Company Permits have been duly filed on a timely basis with Subsidiary, or any Company JV, is in conflict with, or in default or violation of, (i) any Law applicable to the appropriate Governmental AuthorityCompany, and all other filings required any Company Subsidiary or, to have been made the Knowledge of the Company, any Company JV or by which any property or asset of the Company, any Company Subsidiary or any Company JV is bound or affected or (ii) any Company Permits, except, with respect to clauses (i) and (ii), for any such Company Permits have been duly made on a timely basis with the appropriate Governmental Authorityconflicts, except in each case for failures to file whichdefaults or violations that would not, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. Neither Effect on the Company nor any Company Subsidiary has received any claim or notice nor has any knowledge indicating that the Company or any Company Subsidiary is currently not in compliance with the terms of any such Company Permits, except where the failure to be in compliance with the terms of any such Company Permits, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse EffectCompany.

Permits; Compliance with Law. (a) Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 4.14 or 4.16 and Section 4.164.17, which are addressed solely in those Sections, the Company Xxxx and each Company Xxxx Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy, necessary for the Company Xxxx and each Company Xxxx Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as it is being conducted as of the date hereof (the “Company Xxxx Permits”), and all such Company Xxxx Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the Company Xxxx Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Xxxx Material Adverse Effect. All applications required to have been filed for the renewal of the Company Xxxx Permits have been duly filed on a timely basis with the appropriate Governmental Authority, and all other filings required to have been made with respect to such Company Xxxx Permits have been duly made on a timely basis with the appropriate Governmental Authority, except in each case for failures to file which, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Xxxx Material Adverse Effect. Neither the Company Xxxx nor any Company Xxxx Subsidiary has received any claim or notice nor has any knowledge Knowledge indicating that the Company Xxxx or any Company Xxxx Subsidiary is currently not in compliance with the terms of any such Company Xxxx Permits, except where the failure to be in compliance with the terms of any such Company Xxxx Permits, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Xxxx Material Adverse Effect.

Permits; Compliance with Law. (a) Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 4.14 or Section 4.16, which are addressed solely in those Sections, the The Company and each Company Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy, necessary for the Company and each Company Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as it is being conducted as of the date hereof (the “Company Permits”), and all such Company Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. All applications required to have been filed for the renewal of the Company Permits have been duly filed on a timely basis with the appropriate Governmental Authority, and all other filings required to have been made with respect to such Company Permits have been duly made on a timely basis with the appropriate Governmental Authority, except in each case for failures to file which, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any claim or notice nor has any knowledge indicating that the Company or any Company Subsidiary is currently not in compliance with the terms of any such Company Permits, except where the failure to be in compliance with the terms of any such Company Permits, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.

Permits; Compliance with Law. (a) Except for as set forth in Section 4.6(a) of the Company Disclosure Letter, the Company, Company LP and each Company Subsidiary holds all authorizations, permits, licenses, permits, certificates, approvalsgrants, consents, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 4.14 or Section 4.16, which are addressed solely in those Sections, the Company and each Company Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any all Governmental Authority and accreditation and certification agencies, bodies or other organizationsAuthorities, including building permits and certificates of occupancyoccupancy and property management and brokerage licenses, necessary for the Company, Company LP and each Company Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its conduct their respective business businesses substantially as it is they are being conducted as of the date hereof hereof, other than the Environmental Permits (such permits, excluding Environmental Permits, the “Company Permits”), and all such Company Permits are valid and in full force and effect, except where the failure to hold or be in possession of, or the failure to be valid or in full force and effect of, any of the such Company Permits, individually or in the aggregate, has would not had reasonably be expected to have a Company Material Adverse Effect. The Company and each of its Subsidiaries are in compliance with the terms of the Company Permits, except where the failure to so comply does not have and would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect. All applications required to have been filed for the renewal of the Company Permits have been duly filed on a timely basis with the appropriate Governmental Authority, except where the failure to do so would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, and all other filings required to have been made with respect to such Company Permits have been duly made on a timely basis with the appropriate Governmental Authority, except in each case for failures where the failure to file whichdo so would not, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company, Company LP nor any Company Subsidiary or any of the respective Representatives has received any written notice indicating, nor, to the Knowledge of the Company, is the Company, Company LP or any Company Subsidiary currently not in compliance in any material respect with the terms of any material Company Permit. Neither the Company, Company LP nor any Company Subsidiary has received taken any claim or notice nor has any knowledge indicating action that would reasonably be expected to result in the Company or revocation of any Company Subsidiary is currently not in compliance with Permit and, to the terms Knowledge of the Company, no suspension or cancellation of any such Company PermitsPermit is pending, except where the failure to be in compliance with the terms of any such Company Permitseach case as would not, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.

Permits; Compliance with Law. (a) Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 4.14 4.17 or Section 4.164.18, which are addressed solely in those Sections, the Company Post and each Company Post Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy, necessary for the Company Post and each Company Post Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as it is being conducted as of the date hereof (the “Company Post Permits”), and all except in each case as would not, individually or in the aggregate, reasonably be expected to have a Post Material Adverse Effect. All such Company Post Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the Company Post Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Post Material Adverse Effect. All applications required to have been filed for the renewal of the Company Post Permits have been duly filed on a timely basis with the appropriate Governmental Authority, and all other filings required to have been made with respect to such Company Post Permits have been duly made on a timely basis with the appropriate Governmental Authority, except in each case for failures to file which, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Post Material Adverse Effect. Neither the Company Post nor any Company Post Subsidiary has received any written claim or written notice nor has any knowledge Knowledge indicating that the Company Post or any Company Post Subsidiary is currently not in compliance with the terms of any such Company Post Permits, except where the failure to be in compliance with the terms of any such Company Post Permits, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Post Material Adverse Effect.

Permits; Compliance with Law. (a) Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 4.14 5.17 or Section 4.165.18, which are addressed solely in those Sections, the Company MAA and each Company MAA Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy, necessary for the Company MAA and each Company MAA Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as it is being conducted as of the date hereof (the “Company MAA Permits”), and all such Company MAA Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the Company MAA Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company MAA Material Adverse Effect. All applications required to have been filed for the renewal of the Company MAA Permits have been duly filed on a timely basis with the appropriate Governmental Authority, and all other filings required to have been made with respect to such Company MAA Permits have been duly made on a timely basis with the appropriate Governmental Authority, except in each case for failures to file which, individually or in the aggregate, have not had and would not reasonably be expected to have a Company MAA Material Adverse Effect. Neither the Company MAA nor any Company MAA Subsidiary has received any claim or notice nor has any knowledge Knowledge indicating that the Company MAA or any Company MAA Subsidiary is currently not in compliance with the terms of any such Company MAA Permits, except where the failure to be in compliance with the terms of any such Company MAA Permits, individually or in the aggregate, have not had and would not reasonably be expected to have a Company MAA Material Adverse Effect.

Permits; Compliance with Law. (a) Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 4.14 or 4.10 and Section 4.164.11, which are addressed solely in those Sections, the Company SST IV and each Company SST IV Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy, (“Permits”) necessary for the Company SST IV and each Company SST IV Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as it is they are being conducted as of the date hereof (the “Company SST IV Permits”), and all such Company SST IV Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the Company SST IV Permits, individually individually, or in the aggregate, has not had and would not reasonably be expected to have a Company SST IV Material Adverse Effect. All applications required to have been filed for the renewal of the Company Permits have been duly filed on a timely basis SST IV has paid all fees and assessments due and payable, in each case, in connection with the appropriate Governmental Authority, and all other filings required to have been made with respect to such Company Permits have been duly made on a timely basis with the appropriate Governmental AuthorityPermits, except in each case for failures where failure to file whichpay, individually or in the aggregate, have not had and would not reasonably be expected to have a Company SST IV Material Adverse Effect. No event has occurred with respect to any of the SST IV Permits which permits, or after notice or lapse of time or both would permit, revocation or termination thereof or would result in any other material impairment of the rights of the holder of any such SST IV Permits. Neither the Company SST IV nor any Company Subsidiary of the SST IV Subsidiaries has received any claim notice indicating, nor to the Knowledge of SST IV, is there any pending applicable petition, objection or notice nor has other pleading with any knowledge indicating Governmental Authority having jurisdiction or authority over the operations of SST IV or the SST IV Subsidiaries or the SST IV Properties that impairs the Company or any Company Subsidiary is currently not in compliance with the terms validity of any such Company PermitsSST IV Permit or which would reasonably be expected, if accepted or granted, to result in the revocation of any SST IV Permit, except where the failure to be in compliance with the terms impairment or revocation of any such Company SST IV Permits, individually individually, or in the aggregate, have not had and would not reasonably be expected to have a Company SST IV Material Adverse Effect.

Permits; Compliance with Law. (a) Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 4.14 or 5.10 and Section 4.165.11, which are addressed solely in those Sections, the Company STAR and each Company STAR Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy, Permits necessary for the Company STAR and each Company STAR Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as it is they are being conducted as of the date hereof (the “Company STAR Permits”), and all such Company STAR Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the Company STAR Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company STAR Material Adverse Effect. All applications required STAR has paid all fees and assessments due and payable, in each case, in connection with all such Permits except where failure to pay would not have been filed for the renewal of the Company Permits have been duly filed on a timely basis with the appropriate Governmental Authority, and all other filings required to have been made STAR Material Adverse Effect. No event has occurred with respect to any of the STAR Permits which permits, or after notice or lapse of time or both would permit, revocation or termination thereof or would result in any other material impairment of the rights of the holder of any such Company Permits have been duly made on a timely basis STAR Permits. Neither STAR nor any of the STAR Subsidiaries has received any notice indicating, nor to the Knowledge of STAR, is there any pending applicable petition, objection or other pleading with any Governmental Authority having jurisdiction or authority over the appropriate Governmental Authorityoperations of STAR or the STAR Subsidiaries that impairs the validity of any STAR Permit or which would reasonably be expected, if accepted or granted, to result in the revocation of any STAR Permit, except in each case for failures to file whichwhere the impairment or revocation of any such STAR Permit, individually individually, or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any claim or notice nor has any knowledge indicating that the Company or any Company Subsidiary is currently not in compliance with the terms of any such Company Permits, except where the failure to be in compliance with the terms of any such Company Permits, individually or in the aggregate, have not had and would not reasonably be expected to have a Company STAR Material Adverse Effect.

Permits; Compliance with Law. (a) Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject Each of Section 4.14 or Section 4.16, which are addressed solely in those Sections, the Company and each Company Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy, Authorizations necessary for the Company and each Company Subsidiary to own, lease and, to the extent applicable, and operate its properties or to carry on its respective business businesses substantially in the manner described in the Company SEC Filings filed prior to the date hereof and substantially as it is being conducted as of the date hereof (the “Company Permits”), and all such Company Permits are valid valid, and in full force and effect, except where the failure to be in possession have, or the suspension or cancellation of, or the failure to be valid or in full force and effect of, any of the Company PermitsPermits has not had or would not, individually or in the aggregate, has not had and would not reasonably be expected to have (a) prevent or materially delay consummation of the Merger or (b) otherwise be material to the Company and the Company Subsidiaries, taken as a Company Material Adverse Effectwhole. All applications required to have been filed for the renewal Section 3.6 of the Company Permits have been duly filed on Disclosure Schedule sets forth, as of the date of this Agreement, a timely basis with true and complete list of all such Company Permits. None of the appropriate Governmental AuthorityCompany or any Company Subsidiary is in default or violation of, and all other filings required the businesses of each of the Company and each Company Subsidiary have not been, since December 31, 2013, and are not being conducted in any violation of, (x) any Law applicable to have been made with respect to such the Company Permits have been duly made on a timely basis with or any Company Subsidiary or by which any property or asset of the appropriate Governmental AuthorityCompany or any Company Subsidiary is bound or affected or (y) any Company Permits, except in each case for failures to file whichany such conflicts, defaults or violations that would not, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. Neither be material to the Company nor and the Company Subsidiaries, taken as a whole. No investigation or review by any Company Subsidiary has received any claim or notice nor has any knowledge indicating that Governmental Entity with respect to the Company or any Company Subsidiary is currently not in compliance with pending or, to the terms Knowledge of the Company, threatened, nor has any such Company PermitsGovernmental Entity indicated an intention to conduct the same, except where for any investigation or review not material to the failure Company and the Company Subsidiaries, taken as a whole. To the Knowledge of the Company, no change is required in the Company’s or any Company Subsidiaries’ processes, properties or procedures in order for them to be in compliance with the terms of any such Company Permitsapplicable Laws, except for noncompliance that would not, individually or in the aggregate, have be material to the Company and the Company Subsidiaries, taken as a whole, and since December 31, 2013, the Company has not had received any written notice or communication of any material noncompliance with any Laws that has not been cured. Subject only to the filings to be made and would not reasonably consents to be expected obtained as described in Section 3.5(b), control of each Company Permit granted under the Utilities Laws may be transferred by the Company to have a Company Material Adverse EffectParent under applicable Utilities Laws in accordance with this Agreement and will continue in full force and effect thereafter, without the consent of, or the making of any filing with, any other Governmental Entity.

Permits; Compliance with Law. (a) Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 4.14 or 4.16 and Section 4.164.17, which are addressed solely in those Sections, the Company and each Company Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, registrations, waivers, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizationsAuthority, including building permits and certificates of occupancy, necessary for the Company and each Company Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as it is they are being conducted as of the date hereof (the “Company Permits”), and all such Company Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. All applications required to have been filed for the renewal of the Company Permits have been duly filed on a timely basis with the appropriate Governmental Authority, except where the failure to do so would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, and all other filings required to have been made with respect to such Company Permits have been duly made on a timely basis with the appropriate Governmental Authority, except in each case for failures to file which, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any claim written notice from a Governmental Authority asserting a failure, or notice nor has any knowledge indicating that the Company or possible failure, to comply with any Company Subsidiary is currently Permit, the subject of which written notice has not in compliance with been resolved prior to the terms date of any this Agreement as required thereby or otherwise to the satisfaction of the Governmental Authority sending such Company Permitsnotice, except where the failure for such failures as would not reasonably be expected to be in compliance with the terms of any such Company Permitshave, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.

Permits; Compliance with Law. (a) Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 4.14 or Section 4.16, which are addressed solely in those Sections, the Company REIT III and each Company REIT III Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy, necessary for the Company REIT III and each Company REIT III Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as it is they are being conducted as of the date hereof (the “Company REIT III Permits”), and all such Company REIT III Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the Company REIT III Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company REIT III Material Adverse Effect. All applications required to have been filed for the renewal of the Company Permits have been duly filed on a timely basis with the appropriate Governmental Authority, and all other filings required to have been made No event has occurred with respect to any of the REIT III Permits which permits, or after notice or lapse of time or both would permit, revocation or termination thereof or would result in any other material impairment of the rights of the holder of any such Company Permits have been duly made on a timely basis REIT III Permits. To the Knowledge of REIT III, there is not pending any applicable petition, objection or other pleading with any Governmental Authority having jurisdiction or authority over the appropriate Governmental Authorityoperations of REIT III or the REIT III Subsidiaries that impairs the validity of any REIT III Permit or which would reasonably be expected, if accepted or granted, to result in the revocation of any REIT III Permit, except in each case for failures to file whichwhere the impairment or revocation of any such REIT III Permit, individually individually, or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any claim or notice nor has any knowledge indicating that the Company or any Company Subsidiary is currently not in compliance with the terms of any such Company Permits, except where the failure to be in compliance with the terms of any such Company Permits, individually or in the aggregate, have not had and would not reasonably be expected to have a Company REIT III Material Adverse Effect.

Permits; Compliance with Law. (a) Except for the authorizationsParent, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 4.14 or Section 4.16, which are addressed solely in those Sections, the Company Merger Sub and each Company other Parent Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy, necessary for the Company Parent, Merger Sub and each Company other Parent Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as it is being conducted as of the date hereof (the “Company Parent Permits”), and all such Company Parent Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the Company Parent Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Parent Material Adverse Effect. All applications required to have been filed for the renewal of the Company Parent Permits have been duly filed on a timely basis with the appropriate Governmental Authority, and all other filings required to have been made with respect to such Company Parent Permits have been duly made on a timely basis with the appropriate Governmental Authority, except in each case for failures to file which, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Parent Material Adverse Effect. Neither the Company Parent nor any Company Parent Subsidiary has received any claim or notice nor has any knowledge indicating that the Company Parent or any Company Parent Subsidiary is currently not in compliance with the terms of any such Company Parent Permits, except where the failure to be in compliance with the terms of any such Company Parent Permits, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Parent Material Adverse Effect.

Permits; Compliance with Law. (a) Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 4.14 or 4.10 and Section 4.164.11, which are addressed solely in those Sections, the Company SOR II and each Company SOR II Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy, (“Permits”) necessary for the Company SOR II and each Company SOR II Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as it is they are being conducted as of the date hereof (the “Company SOR II Permits”), and all such Company SOR II Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the Company SOR II Permits, individually individually, or in the aggregate, has not had and would not reasonably be expected to have a Company SOR II Material Adverse Effect. All applications required SOR II has paid all fees and assessments due and payable, in each case, in connection with all such Permits, except where failure to pay would not have been filed for the renewal of the Company Permits have been duly filed on a timely basis with the appropriate Governmental Authority, and all other filings required to have been made SOR II Material Adverse Effect. No event has occurred with respect to any of the SOR II Permits which permits, or after notice or lapse of time or both would permit, revocation or termination thereof or would result in any other material impairment of the rights of the holder of any such Company Permits have been duly made on a timely basis SOR II Permits. Neither SOR II nor any of the SOR II Subsidiaries has received any notice indicating, nor to the Knowledge of SOR II, is there any pending applicable petition, objection or other pleading with any Governmental Authority having jurisdiction or authority over the appropriate Governmental Authorityoperations of SOR II or the SOR II Subsidiaries that impairs the validity of any SOR II Permit or which would reasonably be expected, if accepted or granted, to result in the revocation of any SOR II Permit, except in each case for failures to file whichwhere the impairment or revocation of any such SOR II Permits, individually individually, or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any claim or notice nor has any knowledge indicating that the Company or any Company Subsidiary is currently not in compliance with the terms of any such Company Permits, except where the failure to be in compliance with the terms of any such Company Permits, individually or in the aggregate, have not had and would not reasonably be expected to have a Company SOR II Material Adverse Effect.

Permits; Compliance with Law. (a) Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 4.14 or Section 4.165.14, which are addressed solely in those Sectionstherein, the Company Parent and each Company Subsidiary of its Subsidiaries is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy, necessary for the Company Parent and each Company Subsidiary of its Subsidiaries to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as it is being conducted as of the date hereof (the “Company "Parent Permits”"), and all such Company Parent Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the Company Parent Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Parent Material Adverse Effect. All applications required to have been filed for the renewal of the Company Parent Permits have been duly filed on a timely basis with the appropriate Governmental Authority, and all other filings required to have been made with respect to such Company Parent Permits have been duly made on a timely basis with the appropriate Governmental Authority, except in each case for failures to file which, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Parent Material Adverse Effect. Neither the Company Parent nor any Company Subsidiary of its Subsidiaries has received any claim claim, notice or notice other communication (whether oral or written) nor has any knowledge indicating that the Company Parent or any Company Subsidiary of its Subsidiaries is currently not in compliance with the terms of any such Company Parent Permits, except where the failure to be in compliance with the terms of any such Company Parent Permits, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Parent Material Adverse Effect.

Permits; Compliance with Law. (a) Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 4.14 or Section 4.16, which are addressed solely in those Sections, the Company REIT II and each Company REIT II Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy, necessary for the Company REIT II and each Company REIT II Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as it is they are being conducted as of the date hereof (the “Company REIT II Permits”), and all such Company REIT II Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the Company REIT II Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company REIT II Material Adverse Effect. All applications required to have been filed for the renewal of the Company Permits have been duly filed on a timely basis with the appropriate Governmental Authority, and all other filings required to have been made No event has occurred with respect to any of the REIT II Permits which permits, or after notice or lapse of time or both would permit, revocation or termination thereof or would result in any other material impairment of the rights of the holder of any such Company Permits REIT II Permits. To the Knowledge of REIT II, there is not pending any applicable petition, objection or other pleading with any Governmental Authority having jurisdiction or authority over the operations of REIT II or the REIT II Subsidiaries that impairs the validity of any REIT II Permit or which would reasonably be expected, if accepted or granted, to result in the revocation of any REIT II Permit. (b) Neither REIT II nor any REIT II Subsidiary is, and for the past three (3) years has been, in conflict with, or in default or violation of (i) any Law applicable to REIT II or any REIT II Subsidiary or by which any property or asset of REIT II or any other REIT II Subsidiary is bound, or (ii) any REIT II Permits, except, in each case, for any such conflicts, defaults or violations that have been duly made on a timely basis with the appropriate Governmental Authoritycured, except in each case for failures to file whichor that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company REIT II Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any claim or notice nor has any knowledge indicating that the Company or any Company Subsidiary is currently not in compliance with the terms of any such Company Permits, except where the failure to be in compliance with the terms of any such Company Permits, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.Section 5.9

Permits; Compliance with Law. (a) Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 4.14 or 5.10 and Section 4.165.11, which are addressed solely in those Sections, the Company SOR and each Company SOR Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy, Permits necessary for the Company SOR and each Company SOR Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as it is they are being conducted as of the date hereof (the “Company SOR Permits”), and all such Company SOR Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the Company SOR Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company SOR Material Adverse Effect. All applications required SOR has paid all fees and assessments due and payable, in each case, in connection with all such Permits except where failure to pay would not have been filed for the renewal of the Company Permits have been duly filed on a timely basis with the appropriate Governmental Authority, and all other filings required to have been made SOR Material Adverse Effect. No event has occurred with respect to any of the SOR Permits which permits, or after notice or lapse of time or both would permit, revocation or termination thereof or would result in any other material impairment of the rights of the holder of any such Company Permits have been duly made on a timely basis SOR Permits. Neither SOR nor any of the SOR Subsidiaries has received any notice indicating, nor to the Knowledge of SOR, is there any pending applicable petition, objection or other pleading with any Governmental Authority having jurisdiction or authority over the appropriate Governmental Authorityoperations of SOR or the SOR Subsidiaries that impairs the validity of any SOR Permit or which would reasonably be expected, if accepted or granted, to result in the revocation of any SOR Permit, except in each case for failures to file whichwhere the impairment or revocation of any such SOR Permit, individually individually, or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any claim or notice nor has any knowledge indicating that the Company or any Company Subsidiary is currently not in compliance with the terms of any such Company Permits, except where the failure to be in compliance with the terms of any such Company Permits, individually or in the aggregate, have not had and would not reasonably be expected to have a Company SOR Material Adverse Effect.

Permits; Compliance with Law. (a) Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 4.14 or 4.10 and Section 4.164.11, which are addressed solely in those Sections, the Company REIT I and each Company REIT I Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications certifications, registrations and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy, ("Permits") necessary for the Company REIT I and each Company REIT I Subsidiary to own, lease and, to the extent applicable, operate its their respective properties or to carry on its their respective business businesses substantially as it is they are being conducted as of the date hereof (the “Company "REIT I Permits”"), and all such Company REIT I Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the Company REIT I Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company REIT I Material Adverse Effect. All applications required to have been filed for the renewal of the Company REIT I Permits have been duly filed on a timely basis with the appropriate Governmental AuthorityEntity, and all other filings required to have been made with respect to such Company REIT I Permits have been duly made on a timely basis with the appropriate Governmental AuthorityEntity, except in each case for failures to file which, individually or which would not result in the aggregatedenial, have revocation, impairment or invalidation of a REIT I Permit relating to any material REIT I Property. To the Knowledge of REIT I, there is not had and pending any applicable petition, objection or other pleading with any Governmental Authority having jurisdiction or authority over the operations of REIT I or the REIT I Subsidiaries that impairs the validity of any REIT I Permit or which would not reasonably be expected expected, if accepted or granted, to have a Company Material Adverse Effect. Neither result in the Company nor any Company Subsidiary has received any claim or notice nor has any knowledge indicating that the Company or any Company Subsidiary is currently not in compliance with the terms revocation of any such Company PermitsREIT I Permit, except where the failure to be in compliance with the terms impairment or revocation of any such Company Permits, individually or in the aggregate, have not had and REIT I Permit would not reasonably be expected to have a Company Material Adverse Effectadversely affect the ownership or operation of any material REIT I Property.

Permits; Compliance with Law. (a) Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances Permits that are the subject of Section 4.14 5.14 or Section 4.165.16, which are addressed solely in those Sectionsthe subject of the representations and warranties made therein, the Company Parent, Parent Operating Partnership, REIT Merger Sub, Partnership Merger Sub and each Company other Parent Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizationsPermits, including building permits and certificates of occupancy, necessary for the Company Parent, Parent Operating Partnership, REIT Merger Sub, Partnership Merger Sub and each Company other Parent Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as it is being conducted as of the date hereof (collectively, the “Company Parent Permits”), and all such Company Parent Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the Company Parent Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Parent Material Adverse Effect. All applications required to have been filed for the renewal of the Company Parent Permits have been duly filed on a timely basis with the appropriate Governmental Authority, and all other filings required to have been made with respect to such Company Parent Permits have been duly made on a timely basis with the appropriate Governmental Authority, except in each case for failures to file which, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Parent Material Adverse Effect. Neither All fees and assessments due and payable by Parent, Parent Operating Partnership or any other Parent Subsidiary, in each case, in connection with the Company nor Parent Permits, have been paid, expect where the failure to pay, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect. None of Parent, Parent Operating Partnership or any Company Parent Subsidiary has received as of the date hereof, any written claim or notice indicating that, nor has any to the knowledge indicating that the Company of Parent is, Parent, Parent Operating Partnership or any Company other Parent Subsidiary is currently not in compliance with the terms of any such Company Parent Permits, except where the failure to be in compliance with the terms of any such Company Parent Permits, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Parent Material Adverse Effect. No event has occurred with respect to a Parent Permit that permits, or after notice or lapse of time or both would permit, the suspension, revocation, termination or material impairment of such Parent Permit (or the rights thereunder), and no suspension, cancellation, revocation or material impairment of any Parent Permit is pending, or the knowledge of Parent, threatened, except, in each case, where such suspension, revocation, cancellation or material impairment, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect.

Permits; Compliance with Law. (a) Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 4.14 or Section 4.165.14, which are addressed solely in those Sectionsthat Section, the Company Parent, Parent LP, Merger Sub and each Company other Parent Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy, necessary for the Company Parent, Parent LP, Merger Sub and each Company other Parent Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as it is being conducted as of the date hereof (the “Company Parent Permits”), and all such Company Parent Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the Company Parent Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Parent Material Adverse Effect. All applications required to have been filed for the renewal of the Company Parent Permits have been duly filed on a timely basis with the appropriate Governmental Authority, and all other filings required to have been made with respect to such Company Parent Permits have been duly made on a timely basis with the appropriate Governmental Authority, except in each case for failures to file which, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Parent Material Adverse Effect. Neither the Company nor None of Parent, Parent LP or any Company Parent Subsidiary has received any claim or notice nor has any knowledge indicating that the Company Parent or any Company Parent Subsidiary is currently not in compliance with the terms of any such Company Parent Permits, except where the failure to be in compliance with the terms of any such Company Parent Permits, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Parent Material Adverse Effect.

Permits; Compliance with Law. (a) Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 4.14 4.17 or Section 4.164.18, which are addressed solely in those Sections, the Company Colonial and each Company Colonial Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy, necessary for the Company Colonial and each Company Colonial Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as it is being conducted as of the date hereof (the “Company Colonial Permits”), and all such Company Colonial Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the Company Colonial Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Colonial Material Adverse Effect. All applications required to have been filed for the renewal of the Company Colonial Permits have been duly filed on a timely basis with the appropriate Governmental Authority, and all other filings required to have been made with respect to such Company Colonial Permits have been duly made on a timely basis with the appropriate Governmental Authority, except in each case for failures to file which, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Colonial Material Adverse Effect. Neither the Company Colonial nor any Company Colonial Subsidiary has received any claim or notice nor has any knowledge Knowledge indicating that the Company Colonial or any Company Colonial Subsidiary is currently not in compliance with the terms of any such Company Colonial Permits, except where the failure to be in compliance with the terms of any such Company Colonial Permits, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Colonial Material Adverse Effect.

Permits; Compliance with Law. (a) Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 4.14 or 4.10 and Section 4.164.11, which are addressed solely in those Sections, the Company STAR III and each Company STAR III Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy, (“Permits”) necessary for the Company STAR III and each Company STAR III Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as it is they are being conducted as of the date hereof (the “Company STAR III Permits”), and all such Company STAR III Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the Company STAR III Permits, individually individually, or in the aggregate, has not had and would not reasonably be expected to have a Company STAR III Material Adverse Effect. All applications required STAR III has paid all fees and assessments due and payable, in each case, in connection with all such Permits, except where failure to pay would not have been filed for the renewal of the Company Permits have been duly filed on a timely basis with the appropriate Governmental Authority, and all other filings required to have been made STAR III Material Adverse Effect. No event has occurred with respect to any of the STAR III Permits which permits, or after notice or lapse of time or both would permit, revocation or termination thereof or would result in any other material impairment of the rights of the holder of any such Company Permits have been duly made on a timely basis STAR III Permits. Neither STAR III nor any of the STAR III Subsidiaries has received any notice indicating, nor to the Knowledge of STAR III, is there any pending applicable petition, objection or other pleading with any Governmental Authority having jurisdiction or authority over the appropriate Governmental Authorityoperations of STAR III or the STAR III Subsidiaries that impairs the validity of any STAR III Permit or which would reasonably be expected, if accepted or granted, to result in the revocation of any STAR III Permit, except in each case for failures to file whichwhere the impairment or revocation of any such STAR III Permits, individually individually, or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any claim or notice nor has any knowledge indicating that the Company or any Company Subsidiary is currently not in compliance with the terms of any such Company Permits, except where the failure to be in compliance with the terms of any such Company Permits, individually or in the aggregate, have not had and would not reasonably be expected to have a Company STAR III Material Adverse Effect.

Permits; Compliance with Law. (a) Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 4.14 or Section 4.16, which are addressed solely in those Sectionssections, the Company and each Company Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy, necessary for the Company and each Company Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as it is being conducted as of the date hereof (the “Company Permits”), and all such Company Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. All applications required to have been filed for the renewal of the Company Permits have been duly filed on a timely basis with the appropriate Governmental Authority, and all other filings required to have been made with respect to such Company Permits have been duly made on a timely basis with the appropriate Governmental Authority, except in each case for failures to file which, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any written claim or notice notice, nor has does the Company have any knowledge knowledge, indicating that the Company or any Company Subsidiary is currently not in compliance with the terms of any such Company Permits, except where the failure to be in compliance with the terms of any such Company Permits, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.

Permits; Compliance with Law. (a) Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 4.14 or 5.17 and Section 4.165.18, which are addressed solely in those Sections, the Company Spirit and each Company Spirit Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy, necessary for the Company Spirit and each Company Spirit Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as it is being conducted as of the date hereof (the “Company Spirit Permits”), and all such Company Spirit Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the Company Spirit Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Spirit Material Adverse Effect. All applications required to have been filed for the renewal of the Company Spirit Permits have been duly filed on a timely basis with the appropriate Governmental Authority, and all other filings required to have been made with respect to such Company Spirit Permits have been duly made on a timely basis with the appropriate Governmental Authority, except in each case for failures to file which, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Spirit Material Adverse Effect. Neither the Company Spirit nor any Company Spirit Subsidiary has received any claim or notice nor has any knowledge Knowledge indicating that the Company Spirit or any Company Spirit Subsidiary is currently not in compliance with the terms of any such Company Spirit Permits, except where the failure to be in compliance with the terms of any such Company Spirit Permits, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Spirit Material Adverse Effect.

Permits; Compliance with Law. (a) Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 4.14 4.17 or Section 4.164.18, which are addressed solely in those Sections, the Company ARPI and each Company ARPI Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy, necessary for the Company ARPI and each Company ARPI Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as it is being conducted as of the date hereof (the “Company ARPI Permits”), and all such Company the ARPI Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the Company ARPI Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company an ARPI Material Adverse Effect. All applications required to have been filed for the renewal of the Company ARPI Permits have been duly filed on a timely basis with the appropriate Governmental Authority, and all other filings required to have been made with respect to such Company the ARPI Permits have been duly made on a timely basis with the appropriate Governmental Authority, except in each case for failures to file which, individually or in the aggregate, have not had and would not reasonably be expected to have a Company an ARPI Material Adverse Effect. Neither the Company ARPI nor any Company ARPI Subsidiary has received any claim or notice nor has any knowledge Knowledge indicating that the Company ARPI or any Company ARPI Subsidiary is currently not in material compliance with the terms of any such Company Permits, except where the failure to be in compliance with the terms of any such Company Permits, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effectmaterial ARPI Permit.

Permits; Compliance with Law. (a) Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 4.14 or 4.10 and Section 4.164.11, which are addressed solely in those Sections, the Company REIT I and each Company REIT I Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications certifications, registrations and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy, (“Permits”) necessary for the Company REIT I and each Company REIT I Subsidiary to own, lease and, to the extent applicable, operate its their respective properties or to carry on its their respective business businesses substantially as it is they are being conducted as of the date hereof (the “Company REIT I Permits”), and all such Company REIT I Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the Company REIT I Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company REIT I Material Adverse Effect. All applications required to have been filed for the renewal of the Company Permits have been duly filed on a timely basis with the appropriate Governmental Authority, and all other filings required to have been made No event has occurred with respect to such Company any of the REIT I Permits have been duly made on a timely basis with which permits, or after notice or lapse of time or both would permit, revocation or termination thereof or would result in any other material impairment of the appropriate Governmental Authority, except in each case for failures to file which, individually or in rights of the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any claim or notice nor has any knowledge indicating that the Company or any Company Subsidiary is currently not in compliance with the terms holder of any such Company REIT I Permits. To the Knowledge of REIT I, except where there is not pending any applicable petition, objection or other pleading with any Governmental Authority having jurisdiction or authority over the failure to be in compliance with operations of REIT I or the terms REIT I Subsidiaries that impairs the validity of any such Company PermitsREIT I Permit or which would reasonably be expected, individually if accepted or granted, to result in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effectrevocation of any REIT I Permit.

Permits; Compliance with Law. (a) Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 4.14 or Section 4.164.11, which are addressed solely in those Sectionsthat Section, the Company CCPT V and each Company CCPT V Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy, (“Permits”) necessary for the Company CCPT V and each Company CCPT V Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as it is they are being conducted as of the date hereof (the “Company CCPT V Permits”), and all such Company CCPT V Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the Company CCPT V Permits, individually individually, or in the aggregate, has not had and would not reasonably be expected to have a Company CCPT V Material Adverse Effect. All applications required to have been filed for the renewal of the Company Permits have been duly filed on a timely basis with the appropriate Governmental AuthorityCCPT V has paid all fees and assessments due and payable, and all other filings required to have been made with respect to such Company Permits have been duly made on a timely basis with the appropriate Governmental Authority, except in each case for failures case, in connection with all such Permits except where failure to file whichpay, individually or in the aggregate, have not had and would not reasonably be expected to have a Company CCPT V Material Adverse Effect. No event has occurred with respect to any of the CCPT V Permits which permits, or after notice or lapse of time or both would permit, revocation or termination thereof or would result in any other material impairment of the rights of the holder of any such CCPT V Permits. Neither the Company CCPT V nor any Company Subsidiary of the CCPT V Subsidiaries has received any claim notice indicating, nor to the Knowledge of CCPT V, is there any pending applicable petition, objection or notice nor has other pleading with any knowledge indicating Governmental Authority having jurisdiction or authority over the operations of CCPT V or the CCPT V Subsidiaries or the CCPT V Properties that impairs the Company or any Company Subsidiary is currently not in compliance with the terms validity of any such Company PermitsCCPT V Permit or which would reasonably be expected, if accepted or granted, to result in the revocation of any CCPT V Permit, except where the failure to be in compliance with the terms impairment or revocation of any such Company CCPT V Permits, individually individually, or in the aggregate, have not had and would not reasonably be expected to have a Company CCPT V Material Adverse Effect.

Permits; Compliance with Law. (a) Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 4.14 or Section 4.164.14, which are addressed solely in those Sectionsthat Section, the Company, Company LP and each Company Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy, necessary for the Company, Company LP and each Company Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as it is being conducted as of the date hereof (the “Company Permits”), and all such Company Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. All applications required to have been filed for the renewal of the Company Permits have been duly filed on a timely basis with the appropriate Governmental Authority, and all other filings required to have been made with respect to such Company Permits have been duly made on a timely basis with the appropriate Governmental Authority, except in each case for failures to file which, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. Neither None of the Company, Company nor LP or any Company Subsidiary has received any claim or notice nor has any knowledge indicating that the Company or any Company Subsidiary is currently not in compliance with the terms of any such Company Permits, except where the failure to be in compliance with the terms of any such Company Permits, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.

Permits; Compliance with Law. (a) Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 4.14 3.17 or Section 4.163.18, which are addressed solely in those Sections, the Company and each Company Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy, necessary for the Company and each Company Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as it is being conducted as of the date hereof (the “Company Permits”), and all except in each case as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All such Company Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, of any of the Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. All applications required to have been filed for the renewal of the Company Permits have been duly filed on a timely basis with the appropriate Governmental Authority, and all other filings required to have been made with respect to such Company Permits have been duly made on a timely basis with the appropriate Governmental Authority, except in each case for failures to file which, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any written claim or written notice nor has any knowledge Knowledge indicating that the Company or any Company Subsidiary is currently not in compliance with the terms of any such Company Permits, except where the failure to be in compliance with the terms of any such Company Permits, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.

Permits; Compliance with Law. (a) Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 4.14 or Section 4.164.14, which are addressed solely in those Sectionstherein, the Company and each Company Subsidiary of its Subsidiaries is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy, necessary for the Company and each Company Subsidiary of its Subsidiaries to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as it is being conducted as of the date hereof (the “"Company Permits”"), and all such Company Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. All applications required to have been filed for the renewal of the Company Permits have been duly filed on a timely basis with the appropriate Governmental Authority, and all other filings required to have been made with respect to such Company Permits have been duly made on a timely basis with the appropriate Governmental Authority, except in each case for failures to file which, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary of its Subsidiaries has received any claim claim, notice or notice other communication (whether oral or written) nor has any knowledge indicating that the Company or any Company Subsidiary of its Subsidiaries is currently not in compliance with the terms of any such Company Permits, except where the failure to be in compliance with the terms of any such Company Permits, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.

Permits; Compliance with Law. (a) Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 4.14 or Section 4.164.11, which are addressed solely in those Sectionsthat Section, the Company CCIT III and each Company CCIT III Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy, (“Permits”) necessary for the Company CCIT III and each Company CCIT III Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as it is they are being conducted as of the date hereof (the “Company CCIT III Permits”), and all such Company CCIT III Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the Company CCIT III Permits, individually individually, or in the aggregate, has not had and would not reasonably be expected to have a Company CCIT III Material Adverse Effect. All applications required to have been filed for the renewal of the Company Permits have been duly filed on a timely basis with the appropriate Governmental AuthorityCCIT III has paid all fees and assessments due and payable, and all other filings required to have been made with respect to such Company Permits have been duly made on a timely basis with the appropriate Governmental Authority, except in each case for failures case, in connection with all such Permits except where failure to file whichpay, individually or in the aggregate, have not had and would not reasonably be expected to have a Company CCIT III Material Adverse Effect. No event has occurred with respect to any of the CCIT III Permits which permits, or after notice or lapse of time or both would permit, revocation or termination thereof or would result in any other material impairment of the rights of the holder of any such CCIT III Permits. Neither the Company CCIT III nor any Company Subsidiary of the CCIT III Subsidiaries has received any claim notice indicating, nor to the Knowledge of CCIT III, is there any pending applicable petition, objection or notice nor has other pleading with any knowledge indicating Governmental Authority having jurisdiction or authority over the operations of CCIT III or the CCIT III Subsidiaries or the CCIT III Properties that impairs the Company or any Company Subsidiary is currently not in compliance with the terms validity of any such Company PermitsCCIT III Permit or which would reasonably be expected, if accepted or granted, to result in the revocation of any CCIT III Permit, except where the failure to be in compliance with the terms impairment or revocation of any such Company CCIT III Permits, individually individually, or in the aggregate, have not had and would not reasonably be expected to have a Company CCIT III Material Adverse Effect.

Permits; Compliance with Law. (a) Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 4.14 or 5.10 and Section 4.165.11, which are addressed solely in those Sections, the Company REIT II and each Company REIT II Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy, Permits necessary for the Company REIT II and each Company REIT II Subsidiary to own, lease and, to the extent applicable, operate its their respective properties or to carry on its their respective business businesses substantially as it is they are being conducted as of the date hereof (the “Company REIT II Permits”), and all such Company REIT II Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the Company REIT II Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company REIT II Material Adverse Effect. All applications required to have been filed for the renewal of the Company Permits have been duly filed on a timely basis with the appropriate Governmental Authority, and all other filings required to have been made No event has occurred with respect to such Company any of the REIT II Permits have been duly made on a timely basis with which permits, or after notice or lapse of time or both would permit, revocation or termination thereof or would result in any other material impairment of the appropriate Governmental Authority, except in each case for failures to file which, individually or in rights of the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any claim or notice nor has any knowledge indicating that the Company or any Company Subsidiary is currently not in compliance with the terms holder of any such Company REIT II Permits. To the Knowledge of REIT II, except where there is not pending any applicable petition, objection or other pleading with any Governmental Authority having jurisdiction or authority over the failure to be in compliance with operations of REIT II or the terms REIT II Subsidiaries that impairs the validity of any such Company PermitsREIT II Permit or which would reasonably be expected, individually if accepted or granted, to result in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effectrevocation of any REIT II Permit.

Permits; Compliance with Law. (a) Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 4.14 or Section 4.165.14, which are addressed solely in those Sectionsthat Section, Parent, Merger Sub, each other Parent Subsidiary and, to the Company and each Company Subsidiary Knowledge of Parent, Weichai Westport is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy, necessary for the Company Parent, Merger Sub, each other Parent Subsidiary and each Company Subsidiary Weichai Westport to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as it is being conducted as of the date hereof (the “Company Parent Permits”), and all such Company Parent Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the Company Parent Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Parent Material Adverse Effect. All applications required None of Parent, any Parent Subsidiary or, to have been filed for the renewal Knowledge of the Company Permits have been duly filed on a timely basis with the appropriate Governmental AuthorityParent, and all other filings required to have been made with respect to such Company Permits have been duly made on a timely basis with the appropriate Governmental Authority, except in each case for failures to file which, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary Weichai Westport has received any claim or notice nor has any knowledge Knowledge indicating that the Company Parent or any Company Parent Subsidiary is currently not in compliance with the terms of any such Company Parent Permits, except where the failure to be in compliance with the terms of any such Company Parent Permits, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Parent Material Adverse Effect.

Permits; Compliance with Law. (a) Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 4.14 or 4.16 and Section 4.164.17, which are addressed solely in those Sections, the Company and each Company Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizationsAuthority, including building permits and certificates of occupancy, necessary for the Company and each Company Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as it is they are being conducted as of the date hereof (the “Company Permits”), and all such Company Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. All applications required to have been filed for the renewal of the Company Permits have been duly filed on a timely basis with the appropriate Governmental Authority, except where the failure to do so would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, and all other filings required to have been made with respect to such Company Permits have been duly made on a timely basis with the appropriate Governmental Authority, except in each case for failures to file which, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any claim written notice from a Governmental Authority asserting a failure, or notice nor has any knowledge indicating that the Company or possible failure, to comply with any Company Subsidiary is currently Permit, the subject of which written notice has not in compliance with been resolved prior to the terms date of any this Agreement as required thereby or otherwise to the satisfaction of the Governmental Authority sending such Company Permitsnotice, except where the failure for such failures as would not reasonably be expected to be in compliance with the terms of any such Company Permitshave, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.

Permits; Compliance with Law. (a) Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 4.14 or 4.16 and Section 4.164.17, which are addressed solely in those Sections, the Company and each Company Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizationsAuthority, including building permits and certificates of occupancy, necessary for the Company and each Company Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as it is they are being conducted as of the date hereof (the “Company Permits”), and all such Company Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. All applications required to have been filed for the renewal of the Company Permits have been duly filed on a timely basis with the appropriate Governmental Authority, except where the failure to do so would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, and all other filings required to have been made with respect to such Company Permits have been duly made on a timely basis with the appropriate Governmental Authority, except in each case for failures to file which, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any claim or notice nor has any knowledge Knowledge indicating that the Company or any Company Subsidiary currently is currently not in compliance with the terms of any such Company Permits, except where the failure to be in compliance with the terms of any such Company Permits, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse EffectPermit.

Permits; Compliance with Law. (a) Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 4.14 or Section 4.164.15, which are addressed solely in those Sections, the Company Parent and each Company Parent Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy, necessary for the Company Parent and each Company Parent Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as it is being conducted as of the date hereof (the “Company Parent Permits”), and all except in each case as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. All such Company Parent Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the Company Parent Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Parent Material Adverse Effect. All applications required to have been filed for the renewal of the Company Parent Permits have been duly filed on a timely basis with the appropriate Governmental Authority, and all other filings required to have been made with respect to such Company Parent Permits have been duly made on a timely basis with the appropriate Governmental Authority, except in each case for failures to file which, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Parent Material Adverse Effect. Neither the Company Parent nor any Company Parent Subsidiary has received any written claim or written notice nor has any knowledge Knowledge indicating that the Company Parent or any Company Parent Subsidiary is currently not in compliance with the terms of any such Company Parent Permits, except where the failure to be in compliance with the terms of any such Company Parent Permits, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Parent Material Adverse Effect.

Permits; Compliance with Law. (a) Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances Permits that are the subject of Section 4.14 or Section 4.16, which are addressed solely in those Sectionsthe subject of the representations and warranties made therein, the Company, Company Operating Partnership and each Company Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizationsPermits, including building permits and certificates of occupancy, necessary for the Company, Company Operating Partnership and each Company Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as it is being conducted as of the date hereof (collectively, the “Company Permits”), and all such Company Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. All applications required to have been filed for the renewal of the Company Permits have been duly filed on a timely basis with the appropriate Governmental Authority, and all other filings required to have been made with respect to such Company Permits have been duly made on a timely basis with the appropriate Governmental Authority, except in each case for failures to file which, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. Neither All fees and assessments due and payable by the Company, Company Operating Partnership or any Company Subsidiary, in each case, in connection with the Company nor Permits, have been paid, expect where the failure to pay, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. None of the Company, Company Operating Partnership or any Company Subsidiary has received as of the date hereof, any written claim or notice nor has any indicating that, nor, to the knowledge indicating that of the Company, is, the Company or any Company Subsidiary is currently not in compliance with the terms of any such Company Permits, except where the failure to be in compliance with the terms of any such Company Permits, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. No event has occurred with respect to a Company Permit that permits, or after notice or lapse of time or both would permit, the suspension, revocation, termination or material impairment of such Company Permit (or the rights thereunder), and no suspension, cancellation, revocation or material impairment of any Company Permit is pending, or the knowledge of the Company, threatened, except, in each case, where such suspension, revocation, cancellation or material impairment, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect.

Permits; Compliance with Law. (a) Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 4.14 5.17 or Section 4.165.18, which are addressed solely in those Sections, the Company MAA and each Company MAA Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy, necessary for the Company MAA and each Company MAA Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as it is being conducted as of the date hereof (the “Company MAA Permits”), and all except in each case as would not, individually or in the aggregate, reasonably be expected to have a MAA Material Adverse Effect. All such Company MAA Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the Company MAA Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company MAA Material Adverse Effect. All applications required to have been filed for the renewal of the Company MAA Permits have been duly filed on a timely basis with the appropriate Governmental Authority, and all other filings required to have been made with respect to such Company MAA Permits have been duly made on a timely basis with the appropriate Governmental Authority, except in each case for failures to file which, individually or in the aggregate, have not had and would not reasonably be expected to have a Company MAA Material Adverse Effect. Neither the Company MAA nor any Company MAA Subsidiary has received any written claim or written notice nor has any knowledge Knowledge indicating that the Company MAA or any Company MAA Subsidiary is currently not in compliance with the terms of any such Company MAA Permits, except where the failure to be in compliance with the terms of any such Company MAA Permits, individually or in the aggregate, have not had and would not reasonably be expected to have a Company MAA Material Adverse Effect.

Permits; Compliance with Law. (a) Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 4.14 or Section 4.164.11, which are addressed solely in those Sectionsthat Section, the Company CCIT II and each Company CCIT II Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy, (“Permits”) necessary for the Company CCIT II and each Company CCIT II Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as it is they are being conducted as of the date hereof (the “Company CCIT II Permits”), and all such Company CCIT II Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the Company CCIT II Permits, individually individually, or in the aggregate, has not had and would not reasonably be expected to have a Company CCIT II Material Adverse Effect. All applications required to have been filed for the renewal of the Company Permits have been duly filed on a timely basis with the appropriate Governmental AuthorityCCIT II has paid all fees and assessments due and payable, and all other filings required to have been made with respect to such Company Permits have been duly made on a timely basis with the appropriate Governmental Authority, except in each case for failures case, in connection with all such Permits except where failure to file whichpay, individually or in the aggregate, have not had and would not reasonably be expected to have a Company CCIT II Material Adverse Effect. No event has occurred with respect to any of the CCIT II Permits which permits, or after notice or lapse of time or both would permit, revocation or termination thereof or would result in any other material impairment of the rights of the holder of any such CCIT II Permits. Neither the Company CCIT II nor any Company Subsidiary of the CCIT II Subsidiaries has received any claim notice indicating, nor to the Knowledge of CCIT II, is there any pending applicable petition, objection or notice nor has other pleading with any knowledge indicating Governmental Authority having jurisdiction or authority over the operations of CCIT II or the CCIT II Subsidiaries or the CCIT II Properties that impairs the Company or any Company Subsidiary is currently not in compliance with the terms validity of any such Company PermitsCCIT II Permit or which would reasonably be expected, if accepted or granted, to result in the revocation of any CCIT II Permit, except where the failure to be in compliance with the terms impairment or revocation of any such Company CCIT II Permits, individually individually, or in the aggregate, have not had and would not reasonably be expected to have a Company CCIT II Material Adverse Effect.

Permits; Compliance with Law. (a) Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 4.14 or Section 4.16, which are addressed solely in those Sections, the Company AMH and each Company AMH Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy, necessary for the Company AMH and each Company AMH Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as it is being conducted as of the date hereof (the “Company AMH Permits”), and all such Company the AMH Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the Company AMH Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company an AMH Material Adverse Effect. All applications required to have been filed for the renewal of the Company AMH Permits have been duly filed on a timely basis with the appropriate Governmental Authority, and all other filings required to have been made with respect to such Company AMH Permits have been duly made on a timely basis with the appropriate Governmental Authority, except in each case for failures to file which, individually or in the aggregate, have not had and would not reasonably be expected to have a Company an AMH Material Adverse Effect. Neither the Company AMH nor any Company AMH Subsidiary has received any claim or notice nor has any knowledge Knowledge indicating that the Company AMH or any Company AMH Subsidiary is currently not in compliance with the terms of any such Company AMH Permits, except where the failure to be in compliance with the terms of any such Company AMH Permits, individually or in the aggregate, have not had and would not reasonably be expected to have a Company an AMH Material Adverse Effect.

Permits; Compliance with Law. (a) Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 4.14 or Section 4.164.14, which are addressed solely in those Sectionsthat Section, the Company and each Company Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy, necessary for the Company and each Company Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as it is being conducted as of the date hereof (the “Company Permits”), and all such Company Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. All applications required to have been filed for the renewal of the Company Permits have been duly filed on a timely basis with the appropriate Governmental Authority, and all other filings required to have been made with respect to such Company Permits have been duly made on a timely basis with the appropriate Governmental Authority, except in each case for failures to file which, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any claim or notice nor has any knowledge indicating that the Company or any Company Subsidiary is currently not in compliance with the terms of any such Company Permits, except where the failure to be in compliance with the terms of any such Company Permits, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.

Permits; Compliance with Law. (a) Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 4.14 or Section 4.16, which are addressed solely in those Sections, the The Company and each Company Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizationsAuthority, including building permits and certificates of occupancy, necessary for the Company and each Company Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as it is they are being conducted as of the date hereof (the “Company Permits”), and all such Company Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. All applications required to have been filed for the renewal of the Company Permits have been duly filed on a timely basis with the appropriate Governmental Authority, except where the failure to do so would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, and all other filings required to have been made with respect to such Company Permits have been duly made on a timely basis with the appropriate Governmental Authority, except in each case for failures to file which, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any claim written notice since January 1, 2021 from a Governmental Authority asserting a failure, or notice nor has any knowledge indicating that the Company or possible failure, to comply with any Company Subsidiary is currently Permit, the subject of which written notice has not in compliance with been resolved prior to the terms date of any this Agreement as required thereby or otherwise to the satisfaction of the Governmental Authority sending such Company Permitsnotice, except where the failure for such failures as would not reasonably be expected to be in compliance with the terms of any such Company Permitshave, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.

Permits; Compliance with Law. (a) Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 4.14 or 5.10 and Section 4.165.11, which are addressed solely in those Sections, the Company REIT II and each Company REIT II Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy, Permits necessary for the Company REIT II and each Company REIT II Subsidiary to own, lease and, to the extent applicable, operate its their respective properties or to carry on its their respective business businesses substantially as it is they are being conducted as of the date hereof (the “Company "REIT II Permits”"), and all such Company REIT II Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the Company REIT II Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company REIT II Material Adverse Effect. All applications required to have been filed for the renewal of the Company REIT II Permits have been duly filed on a timely basis with the appropriate Governmental AuthorityEntity, and all other filings required to have been made with respect to such Company REIT II Permits have been duly made on a timely basis with the appropriate Governmental AuthorityEntity, except in each case for failures to file which, individually or would not result in the aggregatedenial, have revocation, impairment or invalidation of a REIT II Permit relating to any material REIT II Property. To the Knowledge of REIT II, there is not had and pending any applicable petition, objection or other pleading with any Governmental Authority having jurisdiction or authority over the operations of REIT II or the REIT II Subsidiaries that impairs the validity of any REIT II Permit or which would not reasonably be expected expected, if accepted or granted, to have a Company Material Adverse Effect. Neither result in the Company nor any Company Subsidiary has received any claim or notice nor has any knowledge indicating that the Company or any Company Subsidiary is currently not in compliance with the terms revocation of any such Company PermitsREIT II Permit, except where the failure to be in compliance with the terms impairment or revocation of any such Company Permits, individually or in the aggregate, have not had and REIT II Permit would not reasonably be expected to have a Company Material Adverse Effectadversely affect the ownership or operation of any material REIT II Property.

Permits; Compliance with Law. (a) Except for The Company and the Company Subsidiaries hold, and at all times have held since January 1, 2019, the authorizations, licenses, permits, certificates, approvals, variances, exemptions, approvals, orders, franchises, certifications and clearances that are the subject of Section 4.14 or Section 4.16, which are addressed solely in those Sections, the Company and each Company Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications registrations and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates Entity listed in Schedule 4.6 of occupancy, necessary the Company Disclosure Schedule for the Company and each the Company Subsidiary Subsidiaries to own, lease andand operate their properties and assets, to the extent applicable, operate its properties or and to carry on its respective business substantially and operate their businesses as it is being currently conducted (or as conducted as of the date hereof such prior time, as applicable) (collectively, the “Company Permits”), and all such Company Permits are valid and in full force and effect, except where the failure to be in possession comply with, to obtain or have, or the suspension or cancellation of, or the failure to be valid or to be in full force and effect of, any of the Company Permits, individually or in the aggregate, has would not had have and would not reasonably be expected to have a Company Material Adverse Effect. All applications required to have been filed for the renewal of the Company Permits have been duly filed on a timely basis with the appropriate Governmental Authority, and all other filings required to have been made with respect to such Company Permits have been duly made on a timely basis with the appropriate Governmental Authority, except in each case for failures to file whichhave, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. Neither Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, the Company nor any Company Subsidiary has received any claim or notice nor has any knowledge indicating that and each of the Company or any Company Subsidiary Subsidiaries is currently not in compliance with the terms and requirements of such Company Permits and the Company Permits are not subject to any pending or threatened Proceeding by any Governmental Entity to suspend, cancel, modify, terminate or revoke any such Company Permit. Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, since January 1, 2019, there has occurred no violation by the Company or any of the Company Subsidiaries of, default (with or without notice or lapse of time, or both) that would reasonably be expected to result in any suspension, cancellation, modification, termination or revocation of any such Company Permit. The Company and the Company Subsidiaries have paid all fees and assessments due and payable in connection with the Company Permits, except where the failure to make such a payment would not reasonably be in compliance with the terms of any such Company Permitsexpected to have, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.

Permits; Compliance with Law. (a) Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 4.14 or 5.11, Section 4.165.15 and Section 5.16, which are addressed solely in those Sections, each of the Company Sxxxxxxxxx Parties and each Company other Sxxxxxxxxx Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy, necessary for the Company Sxxxxxxxxx and each Company Sxxxxxxxxx Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as it is they are being conducted as of the date hereof (the “Company Sxxxxxxxxx Permits”), and all such Company Sxxxxxxxxx Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the Company Sxxxxxxxxx Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Sxxxxxxxxx Material Adverse Effect. All applications required to have been filed for the renewal of the Company Permits have been duly filed on a timely basis with the appropriate Governmental Authority, and all other filings required to have been made No event has occurred with respect to such Company any of the Sxxxxxxxxx Permits have been duly made on a timely basis with which permits, or after notice or lapse of time or both would permit, revocation or termination thereof or would result in any other material impairment of the appropriate Governmental Authority, except in each case for failures to file which, individually or in rights of the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any claim or notice nor has any knowledge indicating that the Company or any Company Subsidiary is currently not in compliance with the terms holder of any such Company Sxxxxxxxxx Permits. To the Knowledge of Sxxxxxxxxx, except where there is not pending any applicable petition, objection or other pleading with any Governmental Authority having jurisdiction or authority over the failure to be in compliance with operations of Sxxxxxxxxx or the terms Sxxxxxxxxx Subsidiaries that impairs the validity of any such Company PermitsSxxxxxxxxx Permit or which would reasonably be expected, individually if accepted or granted, to result in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effectrevocation of any Sxxxxxxxxx Permit.

Permits; Compliance with Law. (a) Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 4.14 or Section 4.164.11, which are addressed solely in those Sectionsthat Section, the Company INAV and each Company INAV Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy, (“Permits”) necessary for the Company INAV and each Company INAV Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as it is they are being conducted as of the date hereof (the “Company INAV Permits”), and all such Company INAV Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the Company INAV Permits, individually, or in the aggregate, would not reasonably be expected to have an INAV Material Adverse Effect. INAV has paid all fees and assessments due and payable, in each case, in connection with all such Permits except where failure to pay, individually or in the aggregate, has not had and would not reasonably be expected to have a Company an INAV Material Adverse Effect. All applications required to have been filed for the renewal of the Company Permits have been duly filed on a timely basis with the appropriate Governmental Authority, and all other filings required to have been made No event has occurred with respect to any of the INAV Permits which permits, or after notice or lapse of time or both would permit, revocation or termination thereof or would result in any other material impairment of the rights of the holder of any such Company Permits have been duly made on a timely basis INAV Permits. Neither INAV nor any of the INAV Subsidiaries has received any notice indicating, nor to the Knowledge of INAV, is there any pending applicable petition, objection or other pleading with any Governmental Authority having jurisdiction or authority over the appropriate Governmental Authorityoperations of INAV or the INAV Subsidiaries or the INAV Properties that impairs the validity of any INAV Permit or which would reasonably be expected, if accepted or granted, to result in the revocation of any INAV Permit, except in each case for failures to file whichwhere the impairment or revocation of any such INAV Permits, individually individually, or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any claim or notice nor has any knowledge indicating that the Company or any Company Subsidiary is currently not in compliance with the terms of any such Company Permits, except where the failure to be in compliance with the terms of any such Company Permits, individually or in the aggregate, have not had and would not reasonably be expected to have a Company an INAV Material Adverse Effect.

Permits; Compliance with Law. (a) Except for the authorizationsParent, licensesParent LP, permitsREIT Merger Sub, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 4.14 or Section 4.16, which are addressed solely in those Sections, the Company Partnership Merger Sub and each Company other Parent Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy, necessary for the Company Parent, Parent LP, REIT Merger Sub, Partnership Merger Sub and each Company other Parent Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as it is being conducted as of the date hereof (the “Company Parent Permits”), and all such Company Parent Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the Company Parent Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Parent Material Adverse Effect. All applications required to have been filed for the renewal of the Company Parent Permits have been duly filed on a timely basis with the appropriate Governmental Authority, and all other filings required to have been made with respect to such Company Parent Permits have been duly made on a timely basis with the appropriate Governmental Authority, except in each case for failures to file which, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Parent Material Adverse Effect. Neither the Company nor None of Parent, Parent LP or any Company Parent Subsidiary has received as of the date hereof, any claim or notice nor has any knowledge indicating that the Company Parent or any Company Parent Subsidiary is currently not in compliance with the terms of any such Company Parent Permits, except where the failure to be in compliance with the terms of any such Company Parent Permits, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Parent Material Adverse Effect.

Permits; Compliance with Law. (a) Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section ‎‎Section 4.14 or Section 4.16, ‎‎Section 4.15 which are addressed solely in those Sections, the Company and each Company Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy, necessary for the Company and each Company Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as it is being conducted as of the date hereof (the “Company Permits”), and all such Company Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. All applications required to have been filed for the renewal of the Company Permits have been duly filed on a timely basis with the appropriate Governmental Authority, and all other filings required to have been made with respect to such Company Permits have been duly made on a timely basis with the appropriate Governmental Authority, except in each case for failures to file which, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any claim or notice nor has any knowledge indicating that the Company or any Company Subsidiary is currently not in compliance with the terms of any such Company Permits, except where the failure to be in compliance with the terms of any such Company Permits, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.

Permits; Compliance with Law. (a) Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 4.14 or 4.16 and Section 4.164.17 (the “Additional Company Permits”), which are addressed solely in those Sectionssections, the Company and each Company Subsidiary Subsidiary, and to the Knowledge of Company each Joint Venture, is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizationsAuthority, including building permits and certificates of occupancy, occupancy necessary for the Company and each Company Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as it is they are being conducted as of the date hereof (in each case, other than in respect of the Excluded Company Properties (unless applicable to Company Subsidiaries to be acquired by Parent and Merger Sub in the transactions contemplated hereby), the “Company Permits”), and all such Company Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. All applications required to have been filed for the renewal of the Company Permits (other than the Additional Company Permits, which are addressed by Section 4.16 and Section 4.17) have been duly filed on a timely basis with the appropriate Governmental AuthorityAuthority or third party, except where the failure to do so would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, and all other filings required to have been made with respect to such Company Permits (other than the Additional Company Permits, which are addressed by Section 4.16 and Section 4.17) have been duly made on a timely basis with the appropriate Governmental AuthorityAuthority or third party, except in each case for failures where the failure to file whichdo so would not, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary nor, to the Knowledge of Company, any Joint Venture, has received any claim or written notice nor has any knowledge Knowledge indicating that the Company or any Company Subsidiary it currently is currently not in compliance in any material respect with the terms of any such Company Permit (other than the Additional Company Permits, except where the failure to be in compliance with the terms of any such Company Permits, individually or in the aggregate, have not had which are addressed by Section 4.16 and would not reasonably be expected to have a Company Material Adverse EffectSection 4.17).

Permits; Compliance with Law. (a) Except for the authorizationsWPG, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 4.14 or Section 4.16, which are addressed solely in those Sections, the Company WPG LP and each Company other WPG Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy, necessary for the Company and each Company Subsidiary WPG Entities to own, lease and, to the extent applicable, operate its their properties or to carry on its their respective business substantially as it is being conducted as of the date hereof of this Agreement (the “Company WPG Permits”), and all such Company WPG Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the Company WPG Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company WPG Material Adverse Effect. All applications required to have been filed for the renewal of the Company WPG Permits have been duly filed on a timely basis with the appropriate Governmental Authority, and all other filings required to have been made with respect to such Company WPG Permits have been duly made on a timely basis with the appropriate Governmental Authority, except in each case for failures to file which, individually or in the aggregate, have not had and would not reasonably be expected to have a Company WPG Material Adverse Effect. Neither the Company Since January 1, 2012, neither WPG nor any Company WPG Subsidiary has received any claim or notice from a Government Authority nor has any knowledge indicating that the Company WPG or any Company WPG Subsidiary is currently not in compliance with the terms of any such Company WPG Permits, except where the failure to be in compliance with the terms of any such Company WPG Permits, individually or in the aggregate, have has not had and would not reasonably be expected to have a Company WPG Material Adverse Effect.

Permits; Compliance with Law. (a) Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 4.14 or Section 4.165.11, which are addressed solely in those Sectionsthat Section, the Company CCI and each Company CCI Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy, Permits necessary for the Company CCI and each Company CCI Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as it is they are being conducted as of the date hereof (the “Company CCI Permits”), and all such Company CCI Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the Company CCI Permits, individually, or in the aggregate, would not reasonably be expected to have a CCI Material Adverse Effect. CCI has paid all fees and assessments due and payable, in each case, in connection with all such Permits except where failure to pay, individually or in the aggregate, would not reasonably be expected to have a CCI Material Adverse Effect. No event has occurred with respect to any of the CCI Permits which permits, or after notice or lapse of time or both would permit, revocation or termination thereof or would result in any other material impairment of the rights of the holder of any such CCI Permits. Neither CCI nor any of the CCI Subsidiaries has received any notice indicating, nor to the Knowledge of CCI, is there any pending applicable petition, objection or other pleading with any Governmental Authority having jurisdiction or authority over the operations of CCI or the CCI Subsidiaries or the CCI Properties that impairs the validity of any CCI Permit or which would reasonably be expected, if accepted or granted, to result in the revocation of any CCI Permit, except where the impairment or revocation of any such CCI Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. All applications required to have been filed for the renewal of the Company Permits have been duly filed on a timely basis with the appropriate Governmental Authority, and all other filings required to have been made with respect to such Company Permits have been duly made on a timely basis with the appropriate Governmental Authority, except in each case for failures to file which, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any claim or notice nor has any knowledge indicating that the Company or any Company Subsidiary is currently not in compliance with the terms of any such Company Permits, except where the failure to be in compliance with the terms of any such Company Permits, individually or in the aggregate, have not had and would not reasonably be expected to have a Company CCI Material Adverse Effect.

Permits; Compliance with Law. (a) Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 4.14 or 4.15 and Section 4.16, which are addressed solely in those Sectionssections, the Company and each Company Subsidiary is in possession of all material authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizationsAuthority, including building material permits and certificates of occupancy, necessary for the Company and each Company Subsidiary to own, lease and, to the extent applicable, and operate its properties or to carry on its respective business businesses substantially as it is they are being conducted as of the date hereof (the “Company Permits”), and all such Company Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the Company Permits, individually or in the aggregate, has not had had, and would not reasonably be expected to have have, a Company Material Adverse Effect. All applications required to have been filed for the renewal of the Company Permits have been duly filed on a timely basis with the appropriate Governmental Authority, except where the failure to do so, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Company Material Adverse Effect, and all other filings required to have been made with respect to such Company Permits have been duly made on a timely basis with the appropriate Governmental Authority, except in each case for failures where the failure to file whichdo so, individually or in the aggregate, have has not had had, and would not reasonably be expected to have have, a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has since January 1, 2015 received any claim or written notice nor has any knowledge indicating from the applicable Governmental Authority that the Company or any Company Subsidiary currently is currently not in compliance with the terms of any such Company Permits, except where the failure to be in compliance with the terms of for any such Company Permitsnoncompliance that has been cured prior to the date hereof or that has not had, and would not reasonably be expected to have, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.

Permits; Compliance with Law. (a) Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 4.14 or 4.10 and Section 4.164.11, which are addressed solely in those Sections, the Company SIR and each Company SIR Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy, (“Permits”) necessary for the Company SIR and each Company SIR Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as it is they are being conducted as of the date hereof (the “Company SIR Permits”), and all such Company SIR Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the Company SIR Permits, individually individually, or in the aggregate, has not had and would not reasonably be expected to have a Company SIR Material Adverse Effect. All applications required SIR has paid all fees and assessments due and payable, in each case, in connection with all such Permits except where failure to pay would not have been filed for the renewal of the Company Permits have been duly filed on a timely basis with the appropriate Governmental Authority, and all other filings required to have been made SIR Material Adverse Effect. No event has occurred with respect to any of the SIR Permits which permits, or after notice or lapse of time or both would permit, revocation or termination thereof or would result in any other material impairment of the rights of the holder of any such Company Permits have been duly made on a timely basis SIR Permits. Neither SIR nor any of the SIR Subsidiaries has received any notice indicating, nor to the Knowledge of SIR, is there any pending applicable petition, objection or other pleading with any Governmental Authority having jurisdiction or authority over the appropriate Governmental Authorityoperations of SIR or the SIR Subsidiaries or its Properties that impairs the validity of any SIR Permit or which would reasonably be expected, if accepted or granted, to result in the revocation of any SIR Permit, except in each case for failures to file whichwhere the impairment or revocation of any such SIR Permits, individually individually, or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any claim or notice nor has any knowledge indicating that the Company or any Company Subsidiary is currently not in compliance with the terms of any such Company Permits, except where the failure to be in compliance with the terms of any such Company Permits, individually or in the aggregate, have not had and would not reasonably be expected to have a Company SIR Material Adverse Effect.

Permits; Compliance with Law. (a) Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 4.14 or 3.15 and Section 4.163.16, which are addressed solely in those Sectionssections, the Company and each Company Subsidiary is in possession of all material authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizationsAuthority, including building material permits and certificates of occupancy, necessary for the Company and each Company Subsidiary to own, lease and, to the extent applicable, and operate its properties or to carry on its respective business businesses substantially as it is they are being conducted as of the date hereof (the “Company Permits”), and all such Company Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the Company Permits, individually or in the aggregate, has not had had, and would not reasonably be expected to have have, a Company Material Adverse Effect. All applications required to have been filed for the renewal of the Company Permits have been duly filed on a timely basis with the appropriate Governmental Authority, except where the failure to do so, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Material Adverse Effect, and all other filings required to have been made with respect to such Company Permits have been duly made on a timely basis with the appropriate Governmental Authority, except in each case for failures where the failure to file whichdo so, individually or in the aggregate, have has not had had, and would not reasonably be expected to have have, a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has since January 1, 2015 received any claim or written notice nor has any knowledge indicating from the applicable Governmental Authority that the Company or any Company Subsidiary currently is currently not in compliance with the terms of any such Company Permits, except where the failure to be in compliance with the terms of for any such Company Permitsnoncompliance that has been cured prior to the date hereof or that has not had, and would not reasonably be expected to have, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.

Permits; Compliance with Law. (a) Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 4.14 or 5.16 and Section 4.165.17, which are addressed solely in those Sections, the Company Parent and each Company Parent Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizationsAuthority, including building permits and certificates of occupancy, necessary for the Company Parent and each Company Parent Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as it is they are being conducted as of the date hereof (the “Company Parent Permits”), and all such Company Parent Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the Company Parent Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Parent Material Adverse Effect. All applications required to have been filed for the renewal of the Company Parent Permits have been duly filed on a timely basis with the appropriate Governmental Authority, except where the failure to do so would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect, and all other filings required to have been made with respect to such Company Parent Permits have been duly made on a timely basis with the appropriate Governmental Authority. Neither Parent nor any Parent Subsidiary has received any written notice from a Governmental Authority asserting a failure, or possible failure, to comply with any Company Permit, the subject of which written notice has not been resolved prior to the date of this Agreement as required thereby or otherwise to the satisfaction of the Governmental Authority sending such notice, except in each case for such failures as would not reasonably be expected to file whichhave, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Parent Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any claim or notice nor has any knowledge indicating that the Company or any Company Subsidiary is currently not in compliance with the terms of any such Company Permits, except where the failure to be in compliance with the terms of any such Company Permits, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.56

Permits; Compliance with Law. (a) Except for Each of the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 4.14 or Section 4.16, which are addressed solely in those Sections, the Company and each Company Subsidiary Acquired Companies is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications approvals and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy, necessary for the Company and each Company Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as it is being conducted as of the date hereof (the “Company Permits”)) of any Governmental Entity necessary for the Acquired Companies to own, lease and operate their respective properties or to carry on their respective businesses substantially in the manner currently conducted, except for those Company Permits the absence of which would not have a Company Material Adverse Effect, and all such Company Permits are valid valid, and in full force and effect. Neither of the Acquired Companies is in conflict with, except where the failure to be nor in possession default or violation of, or the failure (A) any Law applicable to be valid or in full force and effect of, any either of the Company Permits, individually Acquired Companies or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. All applications required to have been filed for the renewal by which any property or asset of either of the Acquired Companies is bound or affected or (B) any Company Permits have been duly filed on a timely basis with the appropriate Governmental Authority, and all other filings required to have been made with respect to such Company Permits have been duly made on a timely basis with the appropriate Governmental Authority, except in each case for failures to file which, individually or in the aggregate, violations that have not had and would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any claim or notice nor has any knowledge indicating that the Company or any Company Subsidiary is currently not in compliance with the terms of any such Company Permits, except where the failure to be in compliance with the terms of any such Company Permitshave, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.. Each of the Acquired Companies is, and has been, in compliance with all applicable Laws, except for noncompliance, defaults or violations not material to the Acquired Company. (1) Neither of the Acquired Companies has received any notice or other communication from any Governmental Entity regarding any actual or possible violation of, or failure to comply with, any Law and (2) no event has occurred or circumstance exists that (with or without notice or lapse of time) to the knowledge of the Acquired Companies (AA) may constitute or result in a violation by either of the Acquired Companies of, or a failure on the part of either of the Acquired Companies to comply with, any Law or (BB) may give rise to any obligation on the part of either of the Acquired Companies to undertake, or to bear all or any portion of the cost of, any remedial action of any nature. Neither of the Acquired Companies nor, to the knowledge of the Acquired Companies, any director, officer, agent or employee thereof has (x) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity, (y) made any unlawful payment to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns or (z) made any other unlawful payment. Table of Contents

Permits; Compliance with Law. (a) Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 4.14 or 4.11, Section 4.15 and Section 4.16, which are addressed solely in those Sections, each of the Company Parties and each other Company Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy, necessary for the Company and each Company Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as it is they are being conducted as of the date hereof (the “Company Permits”), and all such Company Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. All applications required No event has occurred with respect to have been filed for the renewal any of the Company Permits have been duly filed on a timely basis with which permits, or after notice or lapse of time or both would permit, revocation or termination thereof or would result in any other material impairment of the appropriate Governmental Authority, and all other filings required to have been made with respect to such Company Permits have been duly made on a timely basis with rights of the appropriate Governmental Authority, except in each case for failures to file which, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any claim or notice nor has any knowledge indicating that the Company or any Company Subsidiary is currently not in compliance with the terms holder of any such Company Permits. To the Knowledge of Company, except where there is not pending any applicable petition, objection or other pleading with any Governmental Authority having jurisdiction or authority over the failure to be in compliance with operations of Company or the terms Company Subsidiaries that impairs the validity of any such Company PermitsPermit or which would reasonably be expected, individually if accepted or granted, to result in the aggregate, have not had and would not reasonably be expected to have a revocation of any Company Material Adverse EffectPermit.

Permits; Compliance with Law. (a) Except for Parent, Acquisition Sub and the authorizationsParent Subsidiaries hold all permits, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications orders and clearances that are the subject of Section 4.14 or Section 4.16, which are addressed solely in those Sections, the Company and each Company Subsidiary is in possession approvals of all authorizationsGovernmental Entities necessary for the lawful conduct of their respective businesses (the “Parent Permits”), except for failures to hold such permits, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications orders and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy, necessary for the Company and each Company Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as it is being conducted as of the date hereof (the “Company Permits”), and all such Company Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the Company Permits, individually or in the aggregate, has not had and would approvals that could not reasonably be expected to have a Company Material Adverse Effectmaterial adverse effect on Parent. All applications required to have been filed for Parent, Acquisition Sub and the renewal of the Company Permits have been duly filed on a timely basis Parent Subsidiaries are in compliance with the appropriate Governmental Authority, and all other filings required to have been made with respect to such Company Permits have been duly made on a timely basis with the appropriate Governmental Authorityterms of Parent Permits, except in each case for failures where the failure so to file which, individually or in the aggregate, have not had and would comply could not reasonably be expected to have a Company Material Adverse Effectmaterial adverse effect on Parent, Acquisition Sub and the Parent Subsidiaries, taken as a whole. Neither Except as disclosed in the Company nor any Company Subsidiary has received any claim Parent SEC Documents or notice nor has any in Section 4.12 of the Disclosure Schedule, to the best knowledge indicating that of Parent, the Company or any Company Subsidiary is currently businesses of Parent, Acquisition Sub and the Parent Subsidiaries are not being conducted in compliance with the terms violation of any such Company Permitslaw, ordinance or regulation of any Governmental Entity, except where the failure to be in compliance with the terms of any such Company Permits, individually or in the aggregate, have not had and would for possible violations that could not reasonably be expected to have a Company Material Adverse Effect.material adverse effect on Parent, Acquisition Sub and the Parent Subsidiaries, taken as a whole, or prevent or materially delay the consummation of the Merger. As of the date of this Agreement, no investigation, inquiry or review by any Governmental Entity with respect to Parent, Acquisition Sub or any Parent Subsidiary is pending or, to the best knowledge of Parent, threatened, nor has any Governmental Entity indicated an intention to conduct any such investigation, inquiry or review, other than, in each case, those the outcome of which could not be reasonably expected to have a material adverse effect on Parent or prevent or materially delay the consummation of the Merger. Parent is and at all times has been in full compliance with the Xxxxxxxx-Xxxxx act of 2002 (“Sarbanes”). In furtherance of this representation, and without limiting the foregoing, Parent has taken those actions set forth on Section

Permits; Compliance with Law. (a) Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 4.14 or 5.10 and Section 4.165.11, which are addressed solely in those Sections, the Company STAR and each Company STAR Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy, Permits necessary for the Company STAR and each Company STAR Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as it is they are being conducted as of the date hereof (the “Company STAR Permits”), and all such Company STAR Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the Company STAR Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company STAR Material Adverse Effect. All applications required STAR has paid all fees and assessments due and payable, in each case, in connection with all such Permits except where failure to pay would not have been filed for the renewal of the Company Permits have been duly filed on a timely basis with the appropriate Governmental Authority, and all other filings required to have been made STAR Material Adverse Effect. No event has occurred with respect to any of the STAR Permits which permits, or after notice or lapse of time or both would permit, revocation or termination thereof or would result in any other material impairment of the rights of the holder of any such Company Permits have been duly made on a timely basis STAR Permits. Neither STAR nor any of the STAR Subsidiaries has received any notice indicating, nor to the Knowledge of STAR, is there any pending applicable petition, objection or other pleading with any Governmental Authority having jurisdiction or authority over the appropriate Governmental Authorityoperations of STAR or the STAR Subsidiaries or its Properties that impairs the validity of any STAR Permit or which would reasonably be expected, if accepted or granted, to result in the revocation of any STAR Permit, except in each case for failures to file whichwhere the impairment or revocation of any such STAR Permits, individually individually, or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any claim or notice nor has any knowledge indicating that the Company or any Company Subsidiary is currently not in compliance with the terms of any such Company Permits, except where the failure to be in compliance with the terms of any such Company Permits, individually or in the aggregate, have not had and would not reasonably be expected to have a Company STAR Material Adverse Effect.

Permits; Compliance with Law. (a) Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject Each of Section 4.14 or Section 4.16, which are addressed solely in those Sections, the Company and each Company Subsidiary is in possession of all material authorizations, licenses, permits, certificates, approvalsregistrations, variances, exemptions, orders, franchises, certifications approvals and clearances of any Governmental Authority Entity, and accreditation has made all material filings, applications and certification agenciesregistrations with any Governmental Entity, bodies or other organizations, including building permits and certificates of occupancy, in each case that are necessary for the Company and each Company Subsidiary to own, lease and, to the extent applicable, and/or operate its properties or other assets, or to carry on its respective business businesses substantially in the manner described in the Company SEC Reports (as defined in Section 4.7) filed prior to the date hereof and substantially as it is being conducted as of the date hereof (the “Company Permits”), and all such Company Permits are valid and in full force and effect, except where the failure to be in possession have, or the suspension or cancellation of, or the failure to be valid or in full force and effect of, any of the Company PermitsPermits would not, individually or in the aggregate, has not had and would not reasonably be expected to (i) prevent or materially delay consummation of the Merger or any other transactions contemplated by this Agreement, (ii) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement, or (iii) have a Company Material Adverse EffectEffect on the Company. All applications required to have been filed for the renewal None of the Company Permits have been duly filed on a timely basis with or any Company Subsidiary is in conflict with, or in default or violation of, (A) in any material respect, any Law applicable to the appropriate Governmental AuthorityCompany or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected or (B) any Company Permit, and all other filings required to have been made except, with respect to clause (B), for any such Company Permits have been duly made on a timely basis with the appropriate Governmental Authorityconflicts, except in each case for failures to file whichdefaults or violations that would not, individually or in the aggregate, have not had and would not reasonably be expected to (a) prevent or materially delay consummation of the Merger or any other transactions contemplated by this Agreement, (b) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement, or (c) have a Company Material Adverse EffectEffect on the Company. None of the Company Permits will be terminated or impaired or will become terminable, in whole or in part, as a result of the transactions contemplated by this Agreement. Neither the Company nor any Company Subsidiary has has, within the last three years, received any claim warning, notice, notice of violation or probable violation, notice nor has of revocation or other communication from or on behalf of any knowledge indicating Governmental Entity, alleging (x) any violation of any Company Permit or (y) that the Company or any Company Subsidiary requires any Company Permit for its business as currently conducted that is not currently not held by it. Except as set forth in compliance Section 4.6 of the Company Disclosure Schedule, to the Company’s knowledge, no investigation or inquiry by any Governmental Entity with respect to the terms Company or any Company Subsidiary is pending or threatened, in each case with respect to any alleged or claimed violation of Law applicable to the Company or any such Company PermitsSubsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected. Neither the Company nor any of the Company Subsidiaries, except where nor to the failure Company’s knowledge, any director, officer, Affiliate or employee thereof, has on behalf of or with respect to be the Company engaged in compliance with any conduct constituting a violation of the terms Foreign Corrupt Practices Act of any such Company Permits1977, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effectas amended.

Permits; Compliance with Law. (a) Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 4.14 or Section 4.16, which are addressed solely in those Sectionsthat section, the Company, Company OP and each Company Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizationsAuthority, including building permits and certificates of occupancy, necessary for the Company, Company OP and each Company Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as it is they are being conducted as of the date hereof (the “Company Permits”), and all such Company Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. All applications required to have been filed for the renewal of the Company Permits have been duly filed on a timely basis with the appropriate Governmental Authority, except where the failure to do so would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, and all other filings required to have been made with respect to such Company Permits have been duly made on a timely basis with the appropriate Governmental Authority, except in each case for failures where the failure to file whichdo so would not, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company, Company OP nor any Company Subsidiary has received any claim or written notice nor has any knowledge Knowledge indicating that the Company, Company OP or any Company Subsidiary currently is currently not in compliance with the terms of any such Company PermitsPermit, except where the failure to be in compliance with the terms of any such Company Permitswould not, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.

Permits; Compliance with Law. (a) Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject Each of Section 4.14 or Section 4.16, which are addressed solely in those Sections, the Company and each Company Subsidiary the Subsidiaries is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy, necessary for the Company and each Company Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as it is being conducted as of the date hereof (the “Company Permits”), and all such Company Permits are valid and in full force and effect, except where the failure to be in possession of, have or where the failure to be valid or in full force and effect effect, or the suspension or cancellation of, any of the Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. No suspension or cancellation of any of the Permits is pending or, to the knowledge of the Company, threatened, except where the failure to have, or the suspension or cancellation of, any of the Permits, individually or in the aggregate, has not had and would not have reasonably be expected to have a Material Adverse Effect. All applications required to have been filed for the renewal of any Permits of the Company Permits and the Subsidiaries have been duly filed on a timely basis with the appropriate Governmental Authority, and all other filings required except where failures to have been made with respect to such Company Permits have been duly made on a timely basis with the appropriate Governmental Authority, except in each case for failures to file whichfiled, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any claim or notice nor has any knowledge indicating that None of the Company or any Subsidiary is, or has been, in conflict with, or in default, breach or violation of, (i) any Law applicable to the Company or any Subsidiary or by which any of their properties or assets is bound or affected, or (ii) any note, bond, mortgage, indenture, Contract, Lease, license, Permit, franchise or other instrument or obligation to which the Company or any Subsidiary is currently not in compliance with a party or by which the terms Company or any Subsidiary or any of their properties or assets is bound, except for any such Company Permitsconflicts, except where the failure to be in compliance with the terms of any such Company Permitsdefaults, breaches or violations that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse EffectEffect with respect to the foregoing clauses (i) and (ii).

Permits; Compliance with Law. (a) Except for Each of the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 4.14 or Section 4.16, which are addressed solely in those Sections, the Company and each Company Subsidiary Acquired Companies is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, ordersOrders, franchises, certifications and clearances (the “Permits”) of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy, necessary for the such Acquired Company and each Company Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as it is they are being conducted as of the date hereof (the “Company Permits”)conducted, and all such Company Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. All applications required Except as would not reasonably be expected to have been filed for the renewal of the Company Permits have been duly filed on a timely basis with the appropriate Governmental Authority, and all other filings required to have been made with respect to such Company Permits have been duly made on a timely basis with the appropriate Governmental Authority, except in each case for failures to file whichhave, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. Neither , no event has occurred with respect to any of the Company nor Permits which permits, or after notice or lapse of time or both would permit, the suspension, revocation or termination thereof or would result in any Company Subsidiary has received any claim or notice nor has any knowledge indicating that other material impairment of the Company or any Company Subsidiary is currently not in compliance with rights of the terms holder of any such Permits. The Company Permitshas not received written notice, or to the Knowledge of the Company, other notice of any pending applicable petition, objection or other pleading with any Governmental Authority having jurisdiction or authority over the operations of the Acquired Companies that impairs or threatens to impair the validity of any Permit or which would reasonably be expected, if accepted or granted, to result in the suspension, revocation or termination of any Permit, except where the failure to be in compliance with the terms such suspension, revocation or termination of any such Company PermitsPermit, individually individually, or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.

Permits; Compliance with Law. (a) Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 4.14 or Section 4.16, which are addressed solely in those Sections, the Company REIT I and each Company REIT I Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy, necessary for the Company REIT I and each Company REIT I Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as it is they are being conducted as of the date hereof (the “Company REIT I Permits”), and all such Company REIT I Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the Company REIT I Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company REIT I Material Adverse Effect. All applications required to have been filed for the renewal of the Company Permits have been duly filed on a timely basis with the appropriate Governmental Authority, and all other filings required to have been made No event has occurred with respect to such Company any material REIT I Permits have been duly made on a timely basis with which permits, or after notice or lapse of time or both would permit, revocation or termination thereof or would result in any other material impairment of the appropriate Governmental Authority, except in each case for failures to file which, individually or in rights of the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any claim or notice nor has any knowledge indicating that the Company or any Company Subsidiary is currently not in compliance with the terms holder of any such Company material REIT I Permits. To the Knowledge of REIT I, except where there is not pending or threatened any applicable petition, objection or other pleading with any Governmental Authority having jurisdiction or authority over the failure to be in compliance with operations of REIT I or the terms REIT I Subsidiaries that impairs the validity of any such Company PermitsREIT I Permit or which would reasonably be expected, individually if accepted or granted, to result in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effectrevocation of any REIT I Permit.

Permits; Compliance with Law. (a) Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 4.14 or 4.17 and Section 4.164.18, which are addressed solely in those Sectionssections (the “Additional Company Permits”), the Company, Company LP and each Company Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizationsAuthority, including building permits and certificates of occupancy, necessary for the Company, Company LP and each Company Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as it is they are being conducted as of the date hereof (the “Company Permits”), and all such Company Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. All applications required to have been filed for the renewal of the Company Permits (other than the Additional Company Permits) have been duly filed on a timely basis with the appropriate Governmental Authority, except where the failure to do so would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, and all other filings required to have been made with respect to such Company Permits (other than the Additional Company Permits) have been duly made on a timely basis with the appropriate Governmental Authority, except in each case for failures where the failure to file whichdo so would not, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company, Company LP nor any Company Subsidiary has received any claim or written notice nor has any knowledge Knowledge indicating that the Company, Company LP or any Company Subsidiary currently is currently not in compliance in any material respect with the terms of any such Company Permit (other than the Additional Company Permits, except where the failure to be in compliance with the terms of any such Company Permits, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect).

Permits; Compliance with Law. (a) Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 4.14 or 5.16 and Section 4.165.17, which are addressed solely in those Sections, the Company Parent and each Company Parent Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizationsAuthority, including building permits and certificates of occupancy, necessary for the Company Parent and each Company Parent Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as it is they are being conducted as of the date hereof (the “Company Parent Permits”), and all such Company Parent Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the Company Parent Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Parent Material Adverse Effect. All applications required to have been filed for the renewal of the Company Parent Permits have been duly filed on a timely basis with the appropriate Governmental Authority, except where the failure to do so would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect, and all other filings required to have been made with respect to such Company Parent Permits have been duly made on a timely basis with the appropriate Governmental Authority. Neither Parent nor any Parent Subsidiary has received any written notice from a Governmental Authority asserting a failure, or possible failure, to comply with any Company Permit, the subject of which written notice has not been resolved prior to the date of this Agreement as required thereby or otherwise to the satisfaction of the Governmental Authority sending such notice, except in each case for such failures as would not reasonably be expected to file whichhave, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any claim or notice nor has any knowledge indicating that the Company or any Company Subsidiary is currently not in compliance with the terms of any such Company Permits, except where the failure to be in compliance with the terms of any such Company Permits, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Parent Material Adverse Effect.

Permits; Compliance with Law. (a) Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 4.14 or Section 4.16, which are addressed solely in those Sections, the Company and each Company Subsidiary Each Invitation Homes Entity is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, registrations, grants, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy, necessary for the Company and each Company Subsidiary Invitation Homes Entities to own, lease and, to the extent applicable, operate its their properties and assets or to carry on its respective business substantially their businesses as it is they are being conducted as of the date hereof of this Agreement (the “Company Invitation Homes Permits”), and all such Company Invitation Homes Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the Company Invitation Homes Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company an Invitation Homes Material Adverse Effect. All applications required to have been filed for the renewal of the Company Invitation Homes Permits have been duly filed on a timely basis with the appropriate Governmental Authority, and all other filings required to have been made with respect to such Company Invitation Homes Permits have been duly made on a timely basis with the appropriate Governmental Authority, except in each case for failures to file which, individually or in the aggregate, have not had and would not reasonably be expected to have a Company an Invitation Homes Material Adverse Effect. Neither Since January 1, 2016 through the Company nor any Company Subsidiary date hereof, no Invitation Homes Entity has received any claim or notice from a Governmental Authority nor has any knowledge indicating that the Company or any Company Subsidiary Invitation Homes Entity is currently not in compliance with the terms of any such Company Invitation Homes Permits, except where the failure to be in compliance with the terms of any such Company Invitation Homes Permits, individually or in the aggregate, have has not had and would not reasonably be expected to have a Company an Invitation Homes Material Adverse Effect.

Permits; Compliance with Law. (a) Except for Section 2.1(a)(viii) of the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications Seller Disclosure Letter sets forth a true and clearances that are the subject of Section 4.14 or Section 4.16, which are addressed solely in those Sections, the Company and each Company Subsidiary is in possession complete list of all authorizations, licenses, permits, certificates, approvals, variancesconsents, exemptionsconfirmations, orders, franchises, certifications waivers and clearances of any Governmental Authority Entities (including all authorizations under the Federal Food, Drug and accreditation Cosmetic Act of 1938, as amended (the “FDCA”) and certification agenciesthe Public Health Services Act, bodies or other organizationsand the regulations of the United States Food and Drug Administration (the “FDA”) promulgated thereunder) (each, including building permits and certificates of occupancy, a “Permit”) necessary for the Company Seller and each Company Subsidiary Seller Sub to own, lease and, to and operate the extent applicable, operate its properties or Conveyed Assets and to carry on its respective business substantially the Business as it is being conducted as of the date hereof (the “Company Required Permits”). Except as set forth on Section 3.4(a) of the Seller Disclosure Letter, (i) Seller or Seller Sub is in possession of all Required Permits, (ii) the Business has been and is conducted in compliance with all such Company Required Permits and Laws applicable to the Business or by which any Conveyed Asset is bound or affected, (iii) all Required Permits are valid and in full force and effect, except (iv) since January 1, 1998, no Governmental Entity has served written notice upon Seller or Seller Sub that Seller or Seller Sub, the Business or the Conveyed Assets were or are in violation of any Law or Required Permit in any jurisdiction where the failure Business is conducted and, to be the knowledge of Seller, there are no grounds for the same, and (v) since January 1, 1998, neither Seller nor Seller Sub has received written notice from any Governmental Entity that there are any circumstances existing which would lead to any loss of any Required Permit or refusal to renew any Required Permit on terms not substantially less advantageous, in possession ofthe aggregate, to Seller or Seller Sub than the failure to be valid or terms of those Required Permits currently in full force force, except, in the case of each of clauses (i) through (v) above, for such notices, violations, grounds, circumstances and effect of, any of the Company Permitslosses which would not, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. All applications required to have been filed for the renewal As of the Company Permits have been duly filed on a timely basis with the appropriate Governmental Authority, and all other filings required to have been made with respect to such Company Permits have been duly made on a timely basis with the appropriate Governmental Authoritydate hereof, except as set forth in Section 3.4(a) of the Seller Disclosure Letter, there are no outstanding orders, injunctions or decrees of any Governmental Entity that apply to the Conveyed Assets that restrict the ownership, disposition or use of the Conveyed Assets by Seller or Seller Sub or the conduct of the Business by Seller or Seller Sub, in each case for failures to file whichcase, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any claim or notice nor has any knowledge indicating that the Company or any Company Subsidiary is currently not in compliance with the terms of any such Company Permits, except where the failure to be in compliance with the terms of any such Company Permits, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effectmaterial respect.

Permits; Compliance with Law. (a) Except for the authorizationsThe Company and its subsidiaries have all permits, licenses, permitsfranchises, certificates, approvalsgrants, variances, exemptions, easements, orders, authorizations, consents, certificates, identifications, registration numbers and approvals necessary to own, lease and operate their respective properties and to conduct their businesses as presently conducted (collectively, the "Company Permits"), except for permits, licenses, franchises, certifications and clearances that are the subject of Section 4.14 or Section 4.16, which are addressed solely in those Sections, the Company and each Company Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvalsgrants, variances, exemptions, easements, orders, franchisesauthorizations, certifications consents, certificates, identifications, registration numbers and clearances approvals the absence of which would not have a Company Material Adverse Effect. Section 5.10 of the Company Disclosure Schedule sets forth a list of all Company Permits and the jurisdiction issuing the same, all of which Company Permits are in good standing and not subject to meritorious challenge. The Company and its subsidiaries are not in violation of the terms of any Governmental Authority and accreditation and certification agenciesCompany Permit, bodies except for delays in filing reports or other organizations, including building permits and certificates violations which would not have a Company Material Adverse Effect. Section 5.10 of occupancy, necessary for the Company and each Company Subsidiary to ownDisclosure Schedule also sets forth, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as it is being conducted as of the date hereof (of this Agreement, all actions, proceedings or investigations, pending or, to the “Company Permits”), and all such Company Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any knowledge of the Company Permitsand the Interest Holders, individually or threatened against the Company that could reasonably be expected to result in the aggregateloss, has not had and would revocation, suspension or cancellation of a Company Permit, except for any suspension, loss or revocation that could not reasonably be expected to have a Company Material Adverse Effect. All applications required to have been filed for the renewal Except as disclosed in Section 5.10 of the Company Permits have Disclosure Schedule, neither the Company nor any of its subsidiaries is in violation of, or has been duly filed on a timely basis given notice or been charged with the appropriate Governmental Authorityany violation of, and all other filings required to have been made with respect to such any Company Permits have been duly made on a timely basis with the appropriate Governmental AuthorityPermit or any law or statute, or any order, rule, regulation, ordinance, decree or judgment of any governmental or regulatory body or authority, except in each case for failures to file violations which, individually or in the aggregate, have not had and would could not reasonably be expected to have a Company Material Adverse Effect. Neither Except as disclosed in Section 5.10 of the Company nor Disclosure Schedule, as of the date of this Agreement, no investigation or review by any Company Subsidiary has received any claim governmental or notice nor has any regulatory body or authority is pending or, to the knowledge indicating that of the Company or any Company Subsidiary is currently not in compliance with the terms of any such Company PermitsInterest Holders, except where the failure to be in compliance with the terms of any such Company Permits, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.threatened

Permits; Compliance with Law. (a) Except for the Schedule 2.1(a)(iii) sets forth a true and complete list of all authorizations, registrations, licenses, permits, certificates, approvals, variancesexemptions, exemptionsconsents, confirmations, orders, franchises, certifications and clearances that are the subject of Section 4.14 or Section 4.16, which are addressed solely in those Sections, the Company and each Company Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications waivers and clearances of any Governmental Authority Entities (including all authorizations under the FDCA and accreditation the Public Health Services Act, and certification agenciesthe regulations of the United States Food and Drug Administration (the “FDA”) promulgated thereunder) (each, bodies or other organizations, including building permits and certificates of occupancy, a “Permit”) necessary for Seller’s use of the Company and each Company Subsidiary to ownConveyed Assets in carrying on its business, lease and, with regards to the extent applicableConveyed Assets, operate its properties or to carry on its respective business substantially as it is being conducted as of the date hereof (the “Company Required Permits”). Except as set forth on Schedule 3.4, (i) Seller is in possession of all Required Permits, (ii) Seller is conducting its business in compliance with all Required Permits and applicable Laws by which any Conveyed Asset is bound or affected, (iii) all such Company Required Permits are valid and in full force and effect, except where the failure (iv) all Required Permits are transferable to be in possession ofPurchaser at Closing; (v) all Product Registrations are transferable to Purchaser at Closing; (vi) all Governmental Rights are transferable to Purchaser at Closing; (vii) no Governmental Entity has notified Seller that Seller, its business or the failure Conveyed Assets were or are in violation of any Law or Required Permit in any jurisdiction where Seller conducts business and there are no grounds for the same, and (viii) to the Knowledge of Seller (for the purposes of this Section 3.4(a)-(d), Knowledge of Seller shall be valid deemed to include such Knowledge Seller would obtain by conducting a reasonable investigation), there are no facts or in full force and effect ofcircumstances existing which would lead to any suspension, loss of or material modification to any of the Company PermitsRequired Permit or refusal by a Governmental Entity to renew or accept filing any Required Permit on terms not substantially less advantageous, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. All applications required to have been filed for the renewal of the Company Permits have been duly filed on a timely basis with the appropriate Governmental Authority, and all other filings required to have been made with respect to such Company Permits have been duly made on a timely basis with the appropriate Governmental Authority, except in each case for failures to file which, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any claim or notice nor has any knowledge indicating that the Company or any Company Subsidiary is currently not in compliance with Seller than the terms of any such Company Permitsthose Required Permits currently in force. As of the date hereof, except where the failure to be as set forth in compliance with the terms Schedule 3.4, there are no outstanding orders, injunctions or decrees of any such Company PermitsGovernmental Entity that apply to the Conveyed Assets that restrict the ownership, individually disposition or in use of the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse EffectConveyed Assets by Seller.

Permits; Compliance with Law. (a) Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 4.14 or 5.10 and Section 4.165.11, which are addressed solely in those Sections, the Company REIT II and each Company REIT II Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy, Permits necessary for the Company REIT II and each Company REIT II Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as it is they are being conducted as of the date hereof (the “Company REIT II Permits”), and all such Company REIT II Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the Company REIT II Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company REIT II Material Adverse Effect. All applications required to have been filed for the renewal of the Company Permits have been duly filed on a timely basis REIT II has paid all fees and assessments due and payable, in each case, in connection with the appropriate Governmental Authority, and all other filings required to have been made such Permits. No event has occurred with respect to any of the REIT II Permits which permits, or after notice or lapse of time or both would permit, revocation or termination thereof or would result in any other material impairment of the rights of the holder of any such Company Permits have been duly made on a timely basis REIT II Permits. Neither REIT II nor any of the REIT II Subsidiaries has received any notice indicating, nor to the Knowledge of REIT II, is there any pending applicable petition, objection or other pleading with any Governmental Authority having jurisdiction or authority over the appropriate Governmental Authorityoperations of REIT II or the REIT II Subsidiaries that impairs the validity of any REIT II Permit or which would reasonably be expected, if accepted or granted, to result in the revocation of any REIT II Permit, except in each case for failures to file whichwhere the impairment or revocation of any such REIT II Permits, individually individually, or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any claim or notice nor has any knowledge indicating that the Company or any Company Subsidiary is currently not in compliance with the terms of any such Company Permits, except where the failure to be in compliance with the terms of any such Company Permits, individually or in the aggregate, have not had and would not reasonably be expected to have a Company REIT II Material Adverse Effect.

Permits; Compliance with Law. (a) Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 4.14 or Section 4.164.11, which are addressed solely in those Sectionsthat Section, the Company CRII and each Company CRII Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy, (“Permits”) necessary for the Company CRII and each Company CRII Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as it is they are being conducted as of the date hereof (the “Company CRII Permits”), and all such Company CRII Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the Company CRII Permits, individually, or in the aggregate, would not reasonably be expected to have a CRII Material Adverse Effect. CRII has paid all fees and assessments due and payable, in each case, in connection with all such Permits except where failure to pay, individually or in the aggregate, would not reasonably be expected to have a CRII Material Adverse Effect. No event has occurred with respect to any of the CRII Permits which permits, or after notice or lapse of time or both would permit, revocation or termination thereof or would result in any other material impairment of the rights of the holder of any such CRII Permits. Neither CRII nor any of the CRII Subsidiaries has received any notice indicating, nor to the Knowledge of CRII, is there any pending applicable petition, objection or other pleading with any Governmental Authority having jurisdiction or authority over the operations of CRII or the CRII Subsidiaries or the CRII Properties that impairs the validity of any CRII Permit or which would reasonably be expected, if accepted or granted, to result in the revocation of any CRII Permit, except where the impairment or revocation of any such CRII Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. All applications required to have been filed for the renewal of the Company Permits have been duly filed on a timely basis with the appropriate Governmental Authority, and all other filings required to have been made with respect to such Company Permits have been duly made on a timely basis with the appropriate Governmental Authority, except in each case for failures to file which, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any claim or notice nor has any knowledge indicating that the Company or any Company Subsidiary is currently not in compliance with the terms of any such Company Permits, except where the failure to be in compliance with the terms of any such Company Permits, individually or in the aggregate, have not had and would not reasonably be expected to have a Company CRII Material Adverse Effect.

Permits; Compliance with Law. (a) Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 4.14 or Section 4.16‎‎Section 5.14, which are addressed solely in those Sectionsthat Section, the Company Parent, Merger Sub and each Company other Parent Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy, necessary for the Company Parent, Merger Sub and each Company other Parent Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as it is being conducted as of the date hereof (the “Company Parent Permits”), and all such Company Parent Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the Company Parent Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Parent Material Adverse Effect. All applications required to have been filed for the renewal of the Company Parent Permits have been duly filed on a timely basis with the appropriate Governmental Authority, and all other filings required to have been made with respect to such Company Parent Permits have been duly made on a timely basis with the appropriate Governmental Authority, except in each case for failures to file which, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Parent Material Adverse Effect. Neither the Company Parent nor any Company Parent Subsidiary has received any claim or notice nor has any knowledge indicating that the Company Parent or any Company Parent Subsidiary is currently not in compliance with the terms of any such Company Parent Permits, except where the failure to be in compliance with the terms of any such Company Parent Permits, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Parent Material Adverse Effect.

Permits; Compliance with Law. (a) Except for the authorizationsThe Company, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 4.14 or Section 4.16, which are addressed solely in those Sections, the Company LP and each Company Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy, necessary for the Company, Company LP and each Company Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as it is being conducted as of the date hereof (the “Company Permits”), and all such Company Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. All applications required to have been filed for the renewal of the Company Permits have been duly filed on a timely basis with the appropriate Governmental Authority, and all other filings required to have been made with respect to such Company Permits have been duly made on a timely basis with the appropriate Governmental Authority, except in each case for failures to file which, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. Neither None of the Company, Company nor LP or any Company Subsidiary has received as of the date hereof, any claim or notice nor has any knowledge indicating that the Company or any Company Subsidiary is currently not in compliance with the terms of any such Company Permits, except where the failure to be in compliance with the terms of any such Company Permits, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.

Permits; Compliance with Law. (a) Except for the authorizations, licenses, registrations, permits, certificates, approvals, variances, exemptions, waivers, orders, franchises, certifications and clearances that are the subject of Section 4.14 or Section 4.165.17, which are addressed solely in those Sections, the Company Xxxxxx and each Company Xxxxxx Subsidiary is in possession of all authorizations, licenses, registrations, permits, certificates, approvals, variances, exemptions, waivers, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy, necessary for the Company Xxxxxx and each Company Xxxxxx Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business business, substantially as it is they are being conducted as of the date hereof (the “Company Xxxxxx Permits”), and all such Company Xxxxxx Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the Company Xxxxxx Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Xxxxxx Material Adverse Effect. All applications required to have been filed for To the renewal Knowledge of the Company Permits have been duly filed on a timely basis with the appropriate Governmental AuthorityXxxxxx, and all other filings required to have been made no event has occurred with respect to any of the Xxxxxx Permits which permits, or after notice or lapse of time or both would permit, revocation or termination thereof or would result in any other material impairment of the rights of the holder of any such Company Permits have been duly made on a timely basis Xxxxxx Permits. To the Knowledge of Xxxxxx, there is not pending or threatened any Action, petition, objection, inquiry, investigation or other pleading with any Governmental Authority having jurisdiction or authority over the appropriate Governmental Authority, except in each case for failures to file which, individually operations of Xxxxxx or in the aggregate, have not had and Xxxxxx Subsidiaries that would not reasonably be expected to have a Company Material Adverse Effect. Neither materially impair the Company nor any Company Subsidiary has received any claim or notice nor has any knowledge indicating that the Company or any Company Subsidiary is currently not in compliance with the terms validity of any such Company Permits, except where Xxxxxx Permit or result in the failure to be in compliance with the terms revocation of any such Company Permits, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse EffectXxxxxx Permit.

Permits; Compliance with Law. (a) Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 4.14 or Section 4.16, which are addressed solely in those Sections, the Company and each Company Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy, necessary for the Company and each Company Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as it is being conducted as of the date hereof (the “Company Permits”), and all such Company Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. All applications required to have been filed for the renewal of the Company Permits have been duly filed on a timely basis with the appropriate Governmental Authority, and all other filings required to have been made with respect to such Company Permits have been duly made on a timely basis with the appropriate Governmental Authority, except in each case for failures to file which, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary Except as has received any claim or notice nor has any knowledge indicating that the Company or any Company Subsidiary is currently not in compliance with the terms of any such Company Permits, except where the failure to be in compliance with the terms of any such Company Permits, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, neither the Company nor any Company Subsidiary has received any written notice indicating that the Company or any Company Subsidiary currently is not in compliance with the terms of any Company Permit.

Permits; Compliance with Law. (a) Except for the The Company Parties and each Company Subsidiary holds all authorizations, permits, licenses, permits, certificates, approvalsgrants, consents, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 4.14 or Section 4.16, which are addressed solely in those Sections, the Company and each Company Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any all Governmental Authority and accreditation and certification agencies, bodies or other organizationsAuthorities, including building permits and certificates of occupancy, necessary for the Company Parties and each Company Subsidiary to (i) own, lease and, to the extent applicable, operate its properties or to carry on its conduct their respective business businesses substantially as it is they are being conducted as of the date hereof and (ii) permit the lawful use and operation of the Company Properties substantially as they are being conducted as of the date hereof (such permits, the “Company Permits”), and all such Company Permits are valid and in full force and effect, except except, in each case, where the failure to hold or be in possession of, or the failure to be valid or in full force and effect of, any of the such Company Permits, individually or in the aggregate, has would not had reasonably be expected to result in a Material Adverse Effect. The Company and each of its Subsidiaries are in compliance with the terms of the Company Permits, except where the failure to so comply does not have and would not reasonably be expected to have result in, individually or in the aggregate, a Company Material Adverse Effect. All applications required to have been filed for the renewal of the Company Permits have been duly filed on a timely basis with the appropriate Governmental Authority, except where the failure to do so would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, and all other filings required to have been made with respect to such Company Permits have been duly made on a timely basis with the appropriate Governmental Authority, except in each case for failures where the failure to file whichdo so would not, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company Parties nor any Company Subsidiary or any of their respective Representatives has received any written notice indicating, nor, to the Knowledge of the Company, is any Company Party or any Company Subsidiary currently not in compliance in any material respect with the terms of any material Company Permit. No Company Party nor any Company Subsidiary has received taken any claim or notice nor has any knowledge indicating action that would reasonably be expected to result in the Company or revocation of any Company Subsidiary is currently not in compliance with the terms Permit and no suspension or cancellation of any such Company PermitsPermit is pending, except where or, to the failure to be Knowledge of the Company, threatened in compliance with the terms of any such Company Permitswriting, except, in each case, as would not, individually or in the aggregate, have not had and would not reasonably be expected to have result in a Company Material Adverse Effect.

Permits; Compliance with Law. (a) Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 4.14 or Section 4.16, which are addressed solely in those Sections, the Company Glimcher and each Company Glimcher Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy, necessary for the Company and each Company Subsidiary Glimcher Entities to own, lease and, to the extent applicable, operate its their properties or to carry on its their respective business substantially as it is being conducted as of the date hereof of this Agreement (the “Company Glimcher Permits”), and all such Company Glimcher Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the Company Glimcher Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Glimcher Material Adverse Effect. All applications required to have been filed for the renewal of the Company Glimcher Permits have been duly filed on a timely basis with the appropriate Governmental Authority, and all other filings required to have been made with respect to such Company Glimcher Permits have been duly made on a timely basis with the appropriate Governmental Authority, except in each case for failures to file which, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Glimcher Material Adverse Effect. Neither the Company Since January 1, 2012, neither Glimcher nor any Company Glimcher Subsidiary has received any claim or notice from a Governmental Authority nor has any knowledge indicating that the Company Glimcher or any Company Glimcher Subsidiary is currently not in compliance with the terms of any such Company Glimcher Permits, except where the failure to be in compliance with the terms of any such Company Glimcher Permits, individually or in the aggregate, have has not had and would not reasonably be expected to have a Company Glimcher Material Adverse Effect.

Permits; Compliance with Law. (a) Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 4.14 or 5.15 and Section 4.165.16, which are addressed solely in those Sectionssections, the Absorbing Company and each Absorbing Company Subsidiary is in possession of all material authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizationsAuthority, including building material permits and certificates of occupancy, necessary for the Absorbing Company and each Absorbing Company Subsidiary to own, lease and, to the extent applicable, and operate its properties or to carry on its respective business businesses substantially as it is they are being conducted as of the date hereof (the “Absorbing Company Permits”), and all such Absorbing Company Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the Absorbing Company Permits, individually or in the aggregate, has not had had, and would not reasonably be expected to have a have, an Absorbing Company Material Adverse Effect. All applications required to have been filed for the renewal of the Absorbing Company Permits have been duly filed on a timely basis with the appropriate Governmental Authority, except where the failure to do so, individually or in the aggregate, has not had, and would not reasonably be expected to have, an Absorbing Company Material Adverse Effect, and all other filings required to have been made with respect to such Absorbing Company Permits have been duly made on a timely basis with the appropriate Governmental Authority, except in each case for failures where the failure to file whichdo so, individually or in the aggregate, have has not had had, and would not reasonably be expected to have a have, an Absorbing Company Material Adverse Effect. Neither the Absorbing Company nor any Absorbing Company Subsidiary has since January 1, 2015 received any claim or written notice nor has any knowledge indicating from the applicable Governmental Authority that the Absorbing Company or any Absorbing Company Subsidiary currently is currently not in compliance with the terms of any such Absorbing Company Permits, except where the failure to be in compliance with the terms of for any such Company Permitsnoncompliance that has been cured prior to the date hereof or that has not had, and would not reasonably be expected to have, individually or in the aggregate, have not had and would not reasonably be expected to have a an Absorbing Company Material Adverse Effect.

Permits; Compliance with Law. (a) Except for where the failure to hold Company Permits, failure of the Company Permits to be in full force or effect or failure to comply would not have a Company Material Adverse Effect: (i) the Company and each Company Subsidiary holds all authorizations, licenses, permits, certificates, exemptions, approvals, orders, consents, franchises, variances, easements, exemptions, ordersregistrations, franchises, certifications licenses and clearances that of any Governmental Entity (the “Company Permits”) necessary for the operation of the Business as conducted as of the date hereof, (ii) all such Company Permits are in full force and effect and none of the subject Company Permits will be terminated, materially impaired, or require material amendment or transfer or will become terminable, materially impaired or require material amendment or transfer, in whole or in part, as a result or in connection with the consummation of Section 4.14 or Section 4.16the Transactions contemplated by this Agreement, which are addressed solely in those Sections, (iii) the Company and each Company Subsidiary is operating in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications compliance and clearances of any Governmental Authority and accreditation and certification agencies, bodies not in default or other organizations, including building permits and certificates of occupancy, necessary for the Company and each Company Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as it is being conducted as in violation of the date hereof (the “Company Permits”), and all terms of such Company Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the Company Permits, individually or in the aggregate, has not had (iv) all fees and would not reasonably be expected to have a Company Material Adverse Effect. All applications required to have been filed for the renewal of the Company Permits have been duly filed on a timely basis with the appropriate Governmental Authority, and all other filings required to have been made charges with respect to such Company Permits have been duly made on a timely basis with the appropriate Governmental Authority, paid in full except in each case for failures to file which, individually or in the aggregate, have not had and where such non-payment would not reasonably be expected to have a Company Material Adverse Effect. Neither material impact that is adverse on the Company nor any Company Subsidiary has received any claim Group and (v) no Proceeding or written notice nor has any knowledge indicating that seeking the Company revocation, cancellation, termination, limitation or any Company Subsidiary is currently not in compliance with the terms nonrenewal of any such material Company PermitsPermit is pending before any Governmental Entity or, except where to the failure to be in compliance with Knowledge of the terms of any such Company PermitsSeller, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.threatened;